0000880242 BIOLARGO, INC. false --12-31 Q2 2022 0.00067 0.00067 50,000,000 50,000,000 0 0 0 0 0.00067 0.00067 400,000,000 400,000,000 268,036,728 255,893,726 3,670 4 12,000 10 10 10 10 10 10 10 10 10 10 10 10 3,000 0 0 6 18 0 4 3 5 6 5 174,000 178,000 4 1 10 0.18 0.18 741,000 6 5 6 5 50 4 4 6 5 Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 



FORM 10-Q

 


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarterly period ended June 30, 2022.

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to              

 

Commission File Number 000-19709

 


BIOLARGO, INC.

(Exact name of registrant as specified in its charter)

 


 

 

Delaware

 

65-0159115

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

14921 Chestnut St.

Westminster, CA 92683

(Address of principal executive offices)

 

(888) 400-2863

(Registrants telephone number, including area code)

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock

BLGO

OTC Markets (OTCQB)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒         No      ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐   Accelerated filer ☐
Non-accelerated filer   ☒ Smaller reporting company ☒
  Emerging growth company ☐

 

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.         ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

The number of shares of the Registrant’s Common Stock outstanding as of August 10, 2022 was 269,427,444  shares.

 

 

 

 

BIOLARGO, INC.

FORM 10-Q

INDEX

 

PART I

 

Item 1

Financial Statements

3
     

Item 2

Management's Discussion and Analysis and Financial Condition and Results of Operations 

24
     

Item 4

Controls and Procedures

33

 

PART II

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

34
     

Item 5

Other Information

35
     

Item 6

Exhibits

35
     
 

Signatures

37

 

 

 

PART IFINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2022 AND DECEMBER 31, 2021

(in thousands, except for per share data)

 

   

June 30, 2022

(Unaudited)

   

December 31,

2021

 

Assets

       

Current assets:

               

Cash and cash equivalents

  $ 1,226     $ 962  

Accounts receivable, net of allowance

    578       513  

Inventories, net of allowance

    256       241  

Prepaid expenses and other current assets

    81       85  

Total current assets

    2,141       1,801  
                 

Non-current assets

               

Equipment and leasehold improvements, net of depreciation

    153       61  

Other non-current assets

    69       69  

Investment in South Korean joint venture

    33       48  

Right of use operating lease, net of amortization

    390       453  

Clyra Medical prepaid marketing (Note 8)

    591       591  

Total non-current assets

    1,236       1,222  

Total assets

  $ 3,377     $ 3,023  

Liabilities and stockholdersequity (deficit)

       

Current liabilities:

               

Accounts payable and accrued expenses

  $ 663     $ 559  

Debt obligations, net of discount and amortization (Note 4)

    81       314  

Deferred revenue

          89  

Customer deposits

    137       79  

Current portion of operating lease liability

    103       103  

Clyra Medical accounts payable and accrued expenses (Note 8)

    195       230  

Total current liabilities

    1,179       1,374  

Long-term liabilities:

               

Debt obligations, net of discount and amortization (Note 4)

    247       180  

Clyra Medical debt obligations (Note 8)

    277       187  
Operating lease liability, net of current portion     286       349  

Total long-term liabilities

    810       716  

Total liabilities

    1,989       2,090  
                 

COMMITMENTS AND CONTINGENCIES (Note 10)

                 
                 

STOCKHOLDERS’ EQUITY (DEFICIT):

               

Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at June 30, 2022 and December 31, 2021

           

Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 268,036,728 and 255,893,726 Shares Issued, at June 30, 2022 and December 31, 2021

    179       171  

Additional paid-in capital

    146,422       143,718  

Accumulated deficit

    (142,001

)

    (139,121

)

Accumulated other comprehensive loss

    (126

)

    (115

)

Total BioLargo Inc. and subsidiaries stockholders’ equity

    4,474       4,653  

Non-controlling interest (Note 8)

    (3,086

)

    (3,720

)

Total stockholders’ equity

    1,388       933  

Total liabilities and stockholders’ equity

  $ 3,377     $ 3,023  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

 

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(in thousands, except for share and per share data)

(unaudited)

 

   

THREE MONTHS

   

SIX MONTHS

 
   

JUNE

30, 2022

   

JUNE

30, 2021

   

JUNE

30, 2022

   

JUNE

30, 2021

 
                                 

Revenues

                               

Product revenue

  $ 707     $ 319     $ 1,317     $ 762  

Service revenue

    616       145       970       273  

Total revenue

    1,323       464       2,287       1,035  
                                 

Cost of revenue

                               

Cost of goods sold

    (364 )     (160 )     (659 )     (397 )

Cost of service

    (336 )     (103 )     (487 )     (205 )

Gross profit

    623       201       1,141       433  
                                 

Selling, general and administrative expenses

    1,589       1,547       3,425       3,310  

Research and development

    355       356       747       683  

Operating loss:

    (1,321 )     (1,702 )     (3,031 )     (3,560 )

Other (expense) income:

                               

Interest expense

    (15 )     (89 )     (28 )     (182 )

PPP loan forgiveness

                174       43  

Tax credit

          1             1  

Grant income

    3             8       30  

Total other (expense) income:

    (12 )     (88 )     154       (108 )

Net loss

    (1,333 )     (1,790 )     (2,877 )     (3,668 )
                                 

Net (loss) income attributable to noncontrolling interest

    (105 )     (168 )     3       (415 )

Net loss attributable to common shareholders

  $ (1,228 )   $ (1,622 )   $ (2,880 )   $ (3,253 )
                                 
                                 

Net loss per share attributable to common shareholders:

                               

Loss per share attributable to shareholders – basic and diluted

  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.02 )

Weighted average number of common shares outstanding:

    265,856,970       243,731,011       263,345,148       238,759,632  

Comprehensive loss:

                               

Net loss

  $ (1,333 )   $ (1,790 )   $ (2,877 )   $ (3,668 )

Foreign currency translation

    (3 )           (11 )     (2 )

Comprehensive loss

    (1,336 )     (1,790 )     (2,888 )     ( 3,670 )

Comprehensive loss attributable to noncontrolling interest

    (105 )     (168 )     3       (415 )

Comprehensive loss attributable to common stockholders

  $ (1,231 )   $ (1,622 )   $ (2,891 )   $ (3,255 )

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

 

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERSEQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(in thousands, except for share data)

(unaudited)

 

                      Accumulated              
          Additional           other     Non-     Total  
   

Common stock

   

paid-in

   

Accumulated

   

comprehensive

   

controlling

   

stockholders

 
   

Shares

   

Amount

   

capital

   

deficit

   

Loss

   

interest

   

equity (deficit)

 

Balance, December 31, 2021

    255,893,726     $ 171     $ 143,718     $ (139,121

)

  $ (115

)

  $ (3,720

)

  $ 933  

Sale of common stock for cash

    6,703,789       4       1,198                         1,202  

Issuance of common stock for service

    86,752             17                         17  

Stock option compensation expense

                660                         660  

Clyra Medical stock option expense

                141                         141  

Noncontrolling interest allocation

                (528

)

                528        

Net loss

                      (1,652

)

          108       (1,544

)

Foreign currency translation

                            (8

)

          (8

)

Balance, March 31, 2022

    262,684,267     $ 175     $ 145,206     $ (140,773

)

  $ (123

)

  $ (3,084

)

  $ 1,401  

Sale of common stock for cash

    5,011,570       4       944                         948  

Issuance of common stock for service

    340,891             59                         59  

Stock option compensation expense

                234                         234  

Clyra Medical stock option expense

                82                         82  

Noncontrolling interest allocation

                (103

)

                103        

Net loss

                      (1,228

)

          (105

)

    (1,333

)

Foreign currency translation

                            (3 )           (3

)

Balance, June 30, 2022

    268,036,728     $ 179     $ 146,422     $ (142,001

)

  $ (126

)

  $ (3,086

)

  $ 1,388  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

                      Accumulated              
          Additional           other     Non-     Total  
   

Common stock

   

paid-in

   

Accumulated

   

 comprehensive

   

controlling

   

stockholders

 
   

Shares

   

Amount

   

capital

   

deficit

   

Loss

   

interest

   

equity (deficit)

 

Balance, December 31, 2020

    225,885,682     $ 151     $ 135,849     $ (132,041

)

  $ (101

)

  $ (4,093

)

  $ (235

)

Sale of common stock for cash

    13,330,619       9       2,097                         2,106  

Issuance of common stock for service

    747,487       1       110                         111  

Stock option compensation expense

                424                         424  

Warrants and conversion feature issued as discount on convertible note payable

                35                         35  

Clyra Medical stock option expense

                161                         161  

Noncontrolling interest allocation

                (313

)

                313        

Clyra Medical securities offering

                                  50       50  

Net loss

                      (1,631

)

          (247

)

    (1,878

)

Foreign currency translation

                            (2

)

          (2

)

Balance, March 31, 2021

    239,963,788     $ 161     $ 138,363     $ (133,672

)

  $ (103

)

  $ (3,977

)

  $ 772  

Conversion of notes

    1,966,439       1       327                         328  

Sale of common stock for cash

    8,627,237       6       1,408                         1,414  

Issuance of common stock for service

    357,132             60                         60  

Issuance of common stock for interest

    81,777             16                         16  

Stock option compensation expense

                330                         330  

Clyra Medical stock option expense

                102                         102  

Noncontrolling interest allocation

                (314

)

                314        

Net loss

                      (1,622

)

          (168

)

    (1,790

)

Foreign currency translation

                                         

Balance, June 30, 2021

    250,996,373     $ 168     $ 140,292     $ (135,294

)

  $ (103

)

  $ (3,831

)

  $ 1,232  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

 

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(in thousands, except for per share data)

(unaudited)

 

   

JUNE 30,

2022

   

JUNE 30,

2021

 

Cash flows from operating activities

               

Net loss

  $ (2,877

)

  $ (3,668

)

Adjustments to reconcile net loss to net cash used in operating activities:

               

Stock option compensation expense

    1,117       1,017  

Common stock issued in lieu of salary to officers and fees for services from vendors

    76       171  

Common stock issued for interest

          16  

Interest expense related to amortization of the discount on convertible notes payable and line of credit

    8       110  

PPP loan forgiveness

    (174

)

    (43

)

Loss on investment in South Korean joint venture

    15       23  

Depreciation expense

    6       12  

Changes in assets and liabilities:

               

Accounts receivable

    (66

)

    141  

Prepaid expenses and other current assets

    4       (62

)

Inventories

    (15

)

    15  

Customer deposits

    58       81  

Accounts payable and accrued expenses

    105       (182 )

Deferred revenue

    (89

)

    91  

Clyra Medical accounts payable and accrued expenses

    (32

)

    224  

Net cash used in operating activities

    (1,864

)

    (2,054

)

Cash flows from investing activities

               

Purchase of equipment

    (101

)

    (21

)

Net cash used in investing activities

    (101

)

    (21

)

Cash flows from financing activities

               

Proceeds from sales of common stock

    2,150       3,520  

Proceeds from the sale of stock in Clyra Medical

          50  

Proceeds Clyra Medical convertible note

    100        

Payment of debt obligations

          (828

)

Payment of Clyra Medical debt obligations

    (10

)

    (24

)

Net cash provided by financing activities

    2,240       2,718  

Net effect of foreign currency translation

    (11

)

    (2

)

Net change in cash

    264       641  

Cash at beginning of period

    962       716  

Cash at end of period

  $ 1,226     $ 1,357  

Supplemental disclosures of cash flow information

               

Cash paid for:

               

Interest

  $ 7     $ 33  

Income taxes

  $     $  

Non-cash investing and financing activities

               

Fair value of warrants issued with convertible notes

  $     $ 35  

Conversion of notes payable to common stock

  $     $ 328  

Allocation of noncontrolling interest

  $ 631     $ 627  

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

 

Note 1. Business and Organization

 

Description of Business

 

BioLargo, Inc. (the “Company”) is an innovative technology developer and environmental engineering company driven by a mission to “make life better” by delivering robust, sustainable solutions for a broad range of industries and applications, with a focus on clean water, clean air and a cleaner earth. The Company also owns a majority interest in a medical products subsidiary that has licensed BioLargo’s technologies.  Our business strategy is straightforward: we invent or acquire technologies that we believe have the potential to be disruptive in large commercial markets; we develop and validate these technologies to advance and promote their commercial success as we leverage our considerable scientific, engineering, and entrepreneurial talent; we then monetize these technical assets through a variety of business structures that  may include licensure, joint venture, sale, spin off, or by deploying direct to market strategies.

 

Liquidity / Going concern

 

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. For the six months ended  June 30, 2022, we had a net loss of $2,877,000, used $1,864,000 cash in operations, and at  June 30, 2022, we had working capital of $962,000, and current assets of $2,141,000.  Two of our four operating subsidiaries – ONM Environmental and BLEST – generated positive operating income. (See Note 9.)

 

We do not believe operating profits in the year ended  December 31, 2022, will be sufficient to fund our current level of operations, and therefore believe we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital, and private sales of our securities. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources. If we are unable to rely on our current arrangement with Lincoln Park to continue to fund our working capital requirements, we will have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

 

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

Organization

 

We are a Delaware corporation formed in 1991. We have four wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in 2006; ONM Environmental, Inc., organized under the laws of the State of California in 2009; BioLargo Water Investment Group Inc., organized under the laws of the State of California in 2019, which wholly owns BioLargo Water, Inc., organized under the laws of Canada in 2014; and BioLargo Development Corp., organized under the laws of the State of California in 2016. Additionally, we own 89% of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017. We also own 58% of Clyra Medical Technologies, Inc. (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in 2012, and consolidate their financial statements (see Note 2, subheading “Principles of Consolidation,” and Note 8).

 

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, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022.

 

8

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

 

Note 2. Summary of Significant Accounting Policies

 

In the opinion of management, the accompanying balance sheet and related statements of operations, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated.

 

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.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.

 

As of June 30, 2022, and December 31, 2021, our cash balances were made up of the following (in thousands):

 

   

June 30,

2022

   

December 31,

2021

 

BioLargo, Inc. and subsidiaries

  $ 1,216     $ 941  

Clyra Medical Technologies, Inc.

    10       21  

Total

  $ 1,226     $ 962  

 

Accounts Receivable

 

Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of  June 30, 2022, and December 31, 2021 was $12,000.

 

Credit Concentration

 

We had a limited number of customers that account for significant portions of our revenue. During the six months ended June 30, 2022 and 2021, we had the following customers that accounted for more than 10% of consolidated revenues, as follows:

 

   

June 30,
2022

   

June 30,

2021

 

Customer A

    35 %  

 

<10 %

Customer B

    17 %  

 

<10 %

Customer C

    10 %  

 

<10 %

Customer D

 

 

<10 %     22 %

Customer E

 

 

<10 %     19 %

Customer F

 

 

<10 %     11 %

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

We had a limited number of customers that accounted for more than 10% of consolidated accounts receivable at June 30, 2022, and at December 31, 2020, as follows:

 

   

June 30,
2022

   

December 31,
2021

 

Customer A

    11 %  

 

<10 %

Customer B

    31 %  

 

<10 %

Customer G

    15 %  

 

<10 %

Customer H

 

 

<10 %     32 %

Customer I

 

 

<10 %     12 %

 

Inventory

 

Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of  June 30, 2022, and December 31, 2021, was $3,000. Inventories consisted of (in thousands):

 

   

June 30,

2022

   

December 31,

2021

 

Raw material

  $ 116     $ 108  

Finished goods

    140       133  

Total

  $ 256     $ 241  

 

Other Assets

 

Other non-current assets consisted of security deposits of $35,000 related to our business offices, and three patents for $34,000 at June 30, 2022 and December 31, 2021.

 

Equity Method of Accounting

 

On March 20, 2020, we invested $100,000 into a South Korean entity (Odin Co. Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co. Ltd. and its U.S. subsidiary, Tomorrow Water. We received a 40% non-dilutive equity interest, and BKT and Tomorrow Water each received 30% equity interests for an aggregate $150,000 investment.

 

We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. The joint venture has incurred a loss since inception and has reduced our investment interest.  For the three and six months ended June 30, 2022, the reduction of our investment interest totaled $8,000 and $15,000 and for the same periods in 2021, reduced $13,000 and $23,000.

 

Impairment

 

Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset  may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the six months ended  June 30, 2022 and 2021, management determined that there was no impairment of its long-lived assets, including its patents.

 

During the year ended  December 31, 2021, management determined that there was an impairment expense related to the sale back to Scion Solutions, LLC (“Scion’) of certain intellectual property, recorded on our balance sheet as “In-Process Research and Development” and an impairment of Clyra’s prepaid marketing.  Total impairment expense for 2021 was $342,000.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

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, 2022 and 2021, 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.

 

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 transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, 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 Compensation Expense

 

We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.

 

For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.

 

The following methodology and assumptions were used to calculate share-based compensation for the six months ended June 30, 2022 and 2021:

 

   

2022

   

2021

 
   

Non Plan

   

2018 Plan

   

Non Plan

   

2018 Plan

 

Risk free interest rate

    2.32

%

  2.32 2.98%       1.73

%

  0.93 1.73%  

Expected volatility

    117

%

  116 117%       124

%

  123 124%  

Expected dividend yield

                                       

Forfeiture rate

                                       

Life in years

    10          10            10          10       

 

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.

 

Warrants

 

Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

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 and not qualify for equity treatment, 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 re-measured at its then current fair value at each subsequent reporting date (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.

 

Convertible debt instruments are recorded at 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.  In  August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Management has evaluated this update and adopted it as of January 1, 2022. In do so, we evaluated the convertible debt issued by Clyra Medical during the three months ended June 30, 2022 (see Note 8), and determined that the beneficial conversion feature was fixed at the time of issuance and not an embedded derivative under Subtopic 815-15.  As a result of the early adoption, there are no other potential affects on the Company’s current financial statements.

.

 

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.

 

Revenue Recognition

 

We account for revenue in accordance with ASC 606, “Revenue from Contracts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

We generate revenue  through our subsidiaries. For the sale of goods, the subsidiary identifies its contract with the customer through a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the order for its goods are shipped if its agreement with the customer is FOB manufacturer, and when goods are delivered to its customer if its agreement with the customer is FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. In association with certain product purchases, ONM Environmental installs misting systems for which it bills on a time and materials basis. It identifies its contract with the customer through a written purchase order in which the details of the time to be billed and materials purchased and an estimated completion date. The performance obligation is the completion of the installation, and at that time revenue is recognized.

 

For services, such as through our engineering group, the subsidiary identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. Service contracts typically call for invoicing for time and materials incurred for that contract, although some provide for milestone or fixed cost payments, where an agreed-to amount is invoiced per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a contract receivable or contract liability is created. These accounts are adjusted upon additional billings as the work is completed. We recognized $970,000 in revenue in the six months ended  June 30, 2022, from contracts, of which $89,000 had a deferred liability balance as of  December 31, 2021. As of  June 30, 2022, we have no contract receivables or contract liability. To date, there have been no discounts or other financing terms for the contracts.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would 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. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.

 

Government Grants

 

We have been awarded multiple research 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 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 80 grants totaling over $3.7 million. Some of the funds from these grants are given directly to third parties (such as the University of Alberta or a third-party research scientist) 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 typically provide for (i) recurring monthly amounts, (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. 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.

 

Income Taxes

 

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”).  Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date.  If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized.  Management believes there are no unrecognized tax benefits or uncertain tax positions as of June 30, 2022, and December 31, 2021.

 

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of June 30, 2022. Accordingly, a valuation allowance was recorded against the net deferred tax asset.

 

The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

 

Fair Value of Financial Instruments

 

Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of June 30, 2022 and December 31, 2021, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

Tax Credits

 

Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.

 

Leases

 

We adopted ASU 2016-12 using the effective date option. Upon the transition to the ASC 842, the Company elected to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of  June 30, 2022 and December 31, 2021, the right of use assets on our balance sheet related to our operating leases totaled $390,000 and $453,000.

 

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. On  January 1, 2019, we adopted ASC 842 which resulted in a right-of-use asset and lease liability. Short-term leases are not included in our analysis. The adoption resulted in an immaterial cumulative effect of an accounting change that was not recorded.  The lease of our Westminster facility expires  August 2024. It is too early for management to determine if it will exercise its option to extend the lease four years, therefore the four-year extension is not included in the analysis. The lease of our Oak Ridge, Tennessee facility also qualifies, and it had one three-year extension to  September 2022, and has one renewal option for another five years where the rental rate would adjust to greater of the current price and fair market value. Management determined that it will exercise the five-year renewal option for the Oak Ridge facility. The lease of our Canadian facility is less than one year. None of our leases have additional terms related to the payments or mechanics of the lease. The leases have no additional payment terms such as common area maintenance payments, tax sharing payments or other allocable expenses. Likewise, the leases do not contain other terms and conditions of use, such as variable lease payments, residual value guaranties or other restrictive financial terms. Since there is no explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18% to determine lease liability.

 

Recent Accounting Pronouncements

 

In  August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after  December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after  December 15, 2023, including interim periods within those fiscal years; early adoption is permitted. Management has evaluated this update and adopted it as of January 1, 2022. In do so, we evaluated the convertible debt issued by Clyra Medical during the three months ended June 30, 2022 (see Note 8), and determined that the beneficial conversion feature was fixed at the time of issuance and not an embedded derivative under Subtopic 815-15.  As a result of the early adoption, there are no other potential affects on the Company’s current financial statements.   

 

 

14

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

 

Note 3. Sale of Stock for Cash

 

Lincoln Park Financing

 

During the three and six months ended  June 30, 2022, we sold 406,140 and 1,912,961 shares to Lincoln Park, and in exchange received $72,000 and $418,000 in gross and net proceeds.

 

During the three and six months ended June 30, 2021, we sold 6,070,690 and 18,526,309 shares to Lincoln Park, and in exchange received $1,014,000 and $3,015,000 in gross and net proceeds.

 

Unit Offering

 

During the three and six months ended  June 30, 2022, we sold 4,605,430 and 9,802,398 shares of our common stock and received $876,000 and $1,732,000 in gross and net proceeds from five and an aggregate sixteen accredited investors.

 

During the three and six months ended  June 30, 2021, we sold 2,556,547 and 3,431,547 shares of our common stock and received $400,000 and 505,000 in gross and net proceeds from three accredited investors. In addition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in Unit Offering”).

 

These sales were made pursuant to an exemption from registration under Regulation D.

 

 

Note 4. Debt Obligations

 

The following table summarizes our debt obligations outstanding as of June 30, 2022, and December 31, 2021 (in thousands). The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 8,Debt Obligations of Clyra Medical”).

 

 

June 30, 2022

(Unaudited)

 

December 31, 2021

 
             

Current portion of debt:

           

SBA Paycheck Protection Program loans, mature April 2025

$ 43   $ 314  

Convertible note payable, matures March 1, 2023

  50      

Debt discount, net of amortization

  (12

)

   

Total notes payable and line of credit

$ 81   $ 314  
             

Long-term debt:

           

SBA EIDL Loan, matures July 2050

$ 150   $ 150  

SBA Paycheck Protection Program loans, mature May 2025

  97      

Convertible note payable, matures March 1, 2023

      50  

Debt discount, net of amortization

      (20 )

Total long-term liabilities

  247     180  

Total

$ 328   $ 494  

 

For the three and six months ended June 30, 2022, we recorded $15,000 and $28,000 and for the three and six months ended June 30, 2021, we recorded $89,000 and $182,000 of interest expense related to the amortization of discounts on convertible notes payable, and coupon interest from our note payable, convertible notes and line of credit.

 

The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose during the six months ended June 30, 2022 and 2021. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Form 10-K filed March 31, 2022.

 

SBA Program Loans

 

In  April 2020, our subsidiaries ONM Environmental, BLEST and Clyra Medical received $218,000, $96,000 and $43,000, respectively, in loans pursuant to the Small Business Association’s (“SBA”) Paycheck Protection Program (“PPP”). The loans mature two years from the inception date (although any payments due are deferred once a forgiveness application has been filed), and incur interest at 1%.  

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

On  February 7, 2022, we received notice that the SBA had partially approved ONM Environmental's application for forgiveness of its PPP loan in the amount of $174,000; ONM has appealed and provided additional documentation to support forgiveness of the remaining $44,000. The due date for the BLEST PPP loan was extended until May 2025 and we are continuing to appeal this forgiveness application of BLEST.

 

 

Note 5. Share-Based Compensation

 

Issuance of Common Stock in exchange for payment of payables

 

Payment of Officer Salaries

 

On June 30, 2022, we issued 263,895 shares of our common stock at $0.18 per share in lieu of $47,000 of accrued and unpaid salary to our officers.

 

On March 31, 2021, we issued 137,364 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid salary to our officers.

 

Payment of Consultant Fees

 

On June 30, 2022, we issued 76,996 shares of our common stock at $0.18 per share in lieu of $12,000 of accrued and unpaid obligations to consultants.  On March 31, 2022, we issued 86,752 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid obligations to consultants.

 

On June 30, 2021, we issued 357,132 shares of our common stock at $0.17 per share in lieu of $60,000 of accrued and unpaid obligations to consultants. On March 31, 2021, we issued 610,123 shares of our common stock at $0.23 per share in lieu of $81,000 of accrued and unpaid obligations to consultants.

 

Payment of Accrued Interest

 

During the three months ended June 30, 2021, we issued 81,777 shares of our common stock at $0.17 per share in lieu of $16,000 of accrued and unpaid interest.

 

Stock Option Expense

 

During the three and six months ended June 30, 2022, we recorded an aggregate $316,000 and $1,117,000 and during the three and six months ended June 30, 2021, we recorded an aggregate $432,000 and $1,017,000 in selling general and administrative expense related to the issuance of stock options. We issued options through our 2018 Equity Incentive Plan, our now expired 2007 Equity Incentive Plan, and outside of these plans. See Note 8 for information on stock option expense for options issued by subsidiary Clyra.

 

2018 Equity Incentive Plan

 

On June 22, 2018, our stockholders adopted the BioLargo 2018 Equity Incentive Plan (“2018 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 for a period of 10 years. Our Board of Director’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The plan authorizes the following types of awards: (i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards. The total number of shares reserved and available for awards pursuant to this Plan as of the date of adoption of this 2018 Plan by the Board is 40 million shares. The number of shares available to be issued under the 2018 Plan increases automatically each January 1st by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

Activity for our stock options under the 2018 Plan for the six months ended June 30, 2022 and June 30, 2021, is as follows:

 

                       

Weighted

         
                       

Average

   

Aggregate

 
   

Options

   

Exercise

   

Price per

   

intrinsic

 
   

Outstanding

   

Price per share

   

share

   

Value(1)

 

Balance, December 31, 2021

    23,186,142     $ 0.12 0.43     $ 0.19          

Granted

    3,782,923       0.18 0.24       0.22          

Expired

                             

Balance, June 30, 2022

    26,969,065     $ 0.12 0.43     $ 0.19          

Non-vested

    (4,974,581

)

    0.12 0.40       0.22          

Vested, June 30, 2022

    21,994,484     $ 0.12 0.43     $ 0.19     $ 378,000  
                                     
                                     

Balance, December 31, 2020

    18,865,525     $ 0.16 0.40     $ 0.19          

Granted

    2,483,691       0.13 0.23       0.19          

Balance, June 30, 2021

    21,349,216     $ 0.12 0.43     $ 0.19          

(1) Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022.

 

The options granted to purchase 3,782,923 shares during the six months ended  June 30, 2022 were issued to officers, board of directors, employees and consultants: (i) we issued options to purchase 251,551 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to our CFO and President to replace options that had expired and we issued an option to purchase 300,000 shares of our common stock at an exercise price on the respective grant date of $0.24 per share to our CFO (details below);  (ii) we issued options to purchase 884,356 shares of our common stock at an exercise price on the respective grant date ranging between $0.18 – $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $178,000; (iii) we issued options to purchase 1,764,025 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date ranging between $0.18 – $0.23 per share; the fair value of employee retention plan options totaled $360,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase 582,991 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $127,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

 

Chief Financial Officer Contract Extension

 

On  March 22, 2022, we and our Chief Financial Officer Charles K. Dargan, II formally agreed to extend the engagement agreement dated  February 1, 2008 (the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr. Dargan has been and continues to serve as the Company’s Chief Financial Officer. The Engagement Extension Agreement dated as of  March 22, 2022 (the “Engagement Extension Agreement”) provides for an additional one-year term to expire  January 31, 2023 (the “Extended Term”).

 

As the sole compensation for the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares reflecting an extended term of 12 months). The Option vests over the period of the Extended Term, with 25,000 shares having vested as of  March 22, 2022, and the remaining shares to vest 25,000 shares monthly beginning  March 22, 2022, and each month thereafter, so long as the agreement is in full force and effect. The Option is exercisable at $0.24 per share, the closing price of BioLargo’s common stock on the  March 22, 2022, grant date, expires ten years from the grant date, and was issued pursuant to the Company’s 2018 Equity Incentive Plan.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

The Option is Mr. Dargan’s sole compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no cash component of his compensation for the Extended Term. Mr. Dargan is eligible to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer (although he has made no such requests for reimbursement in the past). All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.

 

2007 Equity Incentive Plan

 

On September 7, 2007, and as amended April 29, 2011, the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) was adopted 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 for a period of 10 years, which expired on September 7, 2017. The Board’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. As of September 2017, the Plan was closed to further stock option grants.

 

Activity for our stock options under the 2007 Plan for the six months ended June 30, 2022 and 2021 is as follows:

 

                        

Weighted

         
                        

Average

   

Aggregate

 
   

Options

   

Exercise

   

Price per

   

intrinsic

 
   

Outstanding

   

price per share

   

share

   

Value(1)

 

Balance, December 31, 2021

    2,879,246     $0.23 0.94     $ 0.49          

Expired

    (300,000

)

    0.35            0.35          

Balance, June 30, 2022

    2,579,246     $0.23 0.94     $ 0.50     $  
                                          

Balance, December 31, 2020

    5,689,363     $0.23 0.94     $ 0.44          

Expired

    (1,453,508

)

  0.39 0.51       0.40          

Balance, June 30, 2021

    4,235,508     $0.23 1.65     $ 0.45          

(1) – Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022.

 

Non-Plan Options issued

 

Activity of our non-plan stock options issued for the six months ended June 30, 2022 and 2021 is as follows:

 

                     

Weighted

         
   

Non-plan

             

average

   

Aggregate

 
   

Options

   

Exercise

   

price per

   

Intrinsic

 
   

outstanding

   

price per share

   

share

   

value(1)

 
                                   

Balance, December 31, 2021

    20,119,207     $0.17 1.00     $ 0.41          

Granted

    39,130       0.23         0.23          

Balance, June 30, 2022

    20,158,337     $0.17 1.00     $ 0.41          

Non-vested

    (1,086,684

)

  0.17 0.45       0.45          

Vested, June 30, 2022

    19,071,653     $0.17 1.00     $ 0.41     $ 44,000  
                                   

Balance, December 31, 2020

    20,749,583     $0.17 1.00     $ 0.41          

Granted

    43,956       0.23       0.23          

Balance, June 30, 2021

    20,793,539     $0.17 1.00     $ 0.41          

(1) – Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022.

 

During the six months ended June 30, 2022, we issued an option to purchase 39,130 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $8,000 and is recorded in our selling, general and administrative expense.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

During the six months ended June 30, 2021, we issued an option to purchase 43,956 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $10,000 and is recorded in our selling, general and administrative expense.

 

 

Note 6. Warrants

 

We issued warrants to purchase our common stock, at various prices for the six months ended June 30, 2022 and 2021, as follows:

 

                      

Weighted

         
                      

average

   

Aggregate

 
   

Warrants

   

Exercise

   

price per

   

Intrinsic

 
   

outstanding

   

price per share

   

share

   

value(1)

 
                                   

Balance, December 31, 2021

    36,765,502     $0.16 1.00     $ 0.27          

Issued

    19,604,796     0.20 0.29       0.24          

Expired

    (4,016,754

)

  0.19 0.48       0.35          

Balance, June 30, 2022

    52,353,544     $0.14 1.00     $ 0.25     $ 741,000  
                                    

Balance, December 31, 2020

    32,980,989     $0.16 1.00     $ 0.29          

Issued

    7,088,094     0.14 0.26       0.20          

Expired

    (1,046,528

)

  0.19 0.35       0.24          

Balance, June 30, 2021

    39,022,555     $0.14 1.00     $ 0.27          

(1) Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022

 

Warrants issued in Unit Offering

 

During the six months ended June 30, 2022, pursuant to our Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 9,802,398 shares of our common stock at $0.20 - $0.23 per share, and five-year stock purchase warrants to purchase an aggregate 9,802,398 shares of our common stock at $0.25 - $0.29 per share.

 

During the six months ended  June 30, 2021, pursuant to our Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 3,431,547 shares of our common stock at $0.14 - $0.21 per share, and five-year stock purchase warrants to purchase an aggregate 3,431,547 shares of our common stock at $0.18 - $0.24 per share.

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

 

Note 7. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 8, “Clyra Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

 

   

June 30,

2022

   

December 31,

2021

 

Accounts payable and accrued expense

  $ 478     $ 349  

Accrued interest

    25       25  

Accrued payroll

    160       185  

Total accounts payable and accrued expenses

  $ 663     $ 559  

 

Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 8, “Clyra Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

 

 

Note 8. Noncontrolling InterestClyra Medical

 

We consolidate the operations of our partially owned subsidiary Clyra Medical, of which we owned 58% of its outstanding shares as of  June 30, 2022.

 

BioLargo and its partially owned subsidiary Clyra Medical entered into an agreement dated  March 3, 2022, whereby BioLargo agreed to convert $633,000 in working capital advances, made to or on behalf of Clyra Medical, into 2,042 shares of Clyra Medical common stock at a rate of $310 per share.

 

Debt Obligations of Clyra Medical

 

On April 8, 2022, Clyra Medical issued a promissory note in the principal amount of $100,000 to an individual investor, payable 24 months from the issuance date, bearing 8% annual interest. The note may be converted by its holder at any time prior to the maturity date, and automatically converts to stock upon (i) Clyra’s sale of $5,000,000 or more of its common or preferred stock, or (ii) the maturity date, at a conversion price equal to 70% of the lowest price-per-share of shares sold to investor prior to the maturity date.

 

On  June 30, 2020, Clyra Medical entered into a Revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC committed to provide a $1,000,000 inventory line of credit. Clyra Medical received $260,000 in draws and made repayments totaling $83,000. As of  June 30, 2022, the balance outstanding on this line of credit totals $177,000. Funds from the line of credit must be used to produce inventory. Additional draws are conditional upon the presentation of invoices or purchase orders to the lender equal to the greater of one-half of principal outstanding on the line of credit, and $200,000. The line of credit note earns interest at 15%, matures on  June 30, 2022, and requires Clyra pay interest and principal from gross product sales. Clyra is required to pay 60% of gross product sales to reduce amounts owed on the line of credit. Clyra issued Vernal Bay 323 shares of its common stock as a commitment fee for the line of credit, valued at $70,000. A security agreement of the same date grants Vernal Bay a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code. Clyra   may prepay the note at any time.

 

Prepaid Marketing - Consulting Agreement

 

On  December 30, 2015, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to Clyra related to its sales and marketing activities, and in exchange receive $23,000 per month for a period of four years. On  June 30, 2020, at Clyra’s request, Beach House Consulting agreed to accept 3,639 shares of Clyra common stock, in lieu of cash, as full prepayment of the consulting fee. The obligation to provide the consulting services is dependent on Clyra generating an average of $250,000 in monthly sales over three consecutive months, which has not been met. The value of the shares issued to Beach House were higher but the asset was impaired in 2021, the asset totals $591,000 and is recorded as a non-current asset on our balance sheet.

 

Clyra Medical Equity transactions

 

As of June 30, 2022, Clyra Medical had the following common shares outstanding:

 

Shareholder

 

Shares

   

Percent

 

BioLargo, Inc.

    51,249       58

%

Sanatio Capital

    18,704       21

%

Other

    19,118       21

%

Total

    89,071          

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

Sales of Common Shares

 

During the six months ended June 30, 2022 and 2021, Clyra raised $0 and $50,000 at $310 per Clyra share.

 

Stock Options

 

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. As of  December 31, 2021, the Company had issued options to purchase 14,004 shares of Clyra stock. During the six months ended  June 30, 2022 and 2021, Clyra issued options to purchase 1,026 and 1,248 shares of its common stock. Each option issued has an exercise price of $1.00 per share, are vested upon issuance and an expiration date 10 years from the date of grant. The fair value of the options issued in in the six months ended  June 30, 2022 and 2021 totaled $223,000 and $263,000. We used the Black-Scholes model to calculate the initial fair value, assuming a stock price on date of grant of $310 per share. Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30%. We also used a risk-free rate ranging between 2.32% - 2.98%, a volatility of 40% and an expected life of 10 years.

 

Clyra Accounts Payable and Accrued Expenses

 

Clyra had the following accounts payable and accrued expenses as follows:

 

   

June 30,

2022

   

December 31,

2021

 

Accounts payable and accrued expense

  $ 189     $ 149  

Accrued interest

    6       51  

Accrued payroll

          30  

Total Clyra Medical accounts payable and accrued expenses

  $ 195     $ 230  

 

 

Note 9. Business Segment Information

 

BioLargo currently has four operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc. The four operational business segments are:

 

 

1.

ONM Environmental -- which sells odor and volatile organic control products and services (located in Westminster, California);

 

2.

Clyra Medical Technologies (“Clyra Medical”) -- which develops and sells medical products based on our technologies;

 

3.

BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations as needed (located in Oak Ridge, Tennessee); and

 

4.

BioLargo Water (“Water”) -- which historically focused entirely on R&D, and has now shifted its focus to commercializing the AOS technology (located in Edmonton, Alberta Canada).

 

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

The segment information for the three and six months ended June 30, 2022 and 2021, is as follows (in thousands):

 

   

Three months ended June 30,

   

Six months ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Revenue

                               

BioLargo corporate

  $     $     $ 2     $ 7  

ONM

    700       318       1,300       638  

BLEST

    670       266       1,213       654  

Water

                      9  

Clyra Medical

    6             17       114  

Intersegment revenue

    (53 )     (120 )     (245 )     (387 )

Total

  $ 1,323     $ 464     $ 2,287     $ 1,035  
                                 

Operating income (loss)

                               

BioLargo corporate

  $ (923 )   $ (937

)

  $ (2,143 )   $ (1,860 )

ONM

    11       (107

)

    18       (283 )

Clyra Medical

    (256 )     (300

)

    (496 )     (739 )

BLEST

    56       (190

)

    21       (373 )

Water

    (209 )     (168

)

    (431 )     (305 )

Total

  $ (1,321 )   $ (1,702

)

  $ (3,031 )   $ (3,560 )
                                 

Interest expense

                               

BioLargo corporate

  $ (6 )   $ (51

)

  $ (12 )   $ (106 )

Clyra Medical

    (9 )     (38

)

    (16 )     (76 )

Total

  $ (15 )   $ (89

)

  $ (28 )   $ (182 )
                                 

Research and development expense

                               

BioLargo corporate

  $ (165 )   $ (209

)

  $ (430 )   $ (545 )

Clyra Medical

    (26 )     (6

)

    (42 )     (33 )

BLEST

    (80 )     (123

)

    (188 )     (228 )

Water

    (130 )     (138

)

    (327 )     (257 )

Intersegment R&D

    46       120       240       380  

Total

  $ (355 )   $ (356

)

  $ (747 )   $ (683 )

 

The segment asset information for June 30, 2022 and December 31, 2021, is as follows (in thousands):

 

As June 30, 2022

 

BioLargo

   

ONM

   

Clyra

   

BLEST

   

Water

   

Elimination

   

Total

 
                                                         

Tangible assets

  $ 631     $ 723     $ 799     $ 641     $ 179     $ (19 )   $ 2,954  

Right of use

    179                   211                   390  

Investment in South Korean joint venture

    33                                     33  

Total

    843       723       799       852       179       (19 )     3,377  

 

As of December 31, 2021

 

BioLargo

   

ONM

   

Clyra

   

BLEST

   

Water

   

Elimination

   

Total

 
                                                         

Tangible assets

  $ 690     $ 451     $ 832     $ 445     $ 152     $ (47 )   $ 2,522  

Right of use

    222                   231                   453  

Investment in South Korean joint venture

    48                                     48  

Total

    960       451       832       676       152       (47 )     3,023  

 

22

 

BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

 

Note 10. Commitments and Contingencies

 

Office Leases

 

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the six months ended  June 30, 2022 and 2021, rental expense was $169,000 and $114,000, respectively.  As of  June 30, 2022, our weighted average remaining lease term is four years and the total remaining operating lease payments is $580,000.

 

 

Note 11. Subsequent Events.

 

Management has evaluated subsequent events through the date of the filing of this Report and management noted the following for disclosure.

 

Sales to Lincoln Park

 

From July 1, 2022, through August 10, 2022, we sold 640,716 shares of our common stock to Lincoln Park (see Note 3), and received $111,000 in gross and net proceeds.

 

Unit Offering Investments

 

From July 1, 2022, through August 3, 2022, we received five investments in our Unit Offering (see Note 3) in the aggregate amount of $120,000 and issued 750,000 shares of common stock, a six-month warrant to purchase 750,000 shares of common stock at $0.192 per share, and a five-year warrant to purchase 750,000 shares of common stock at $0.24 per share.

 

 

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

 

This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC. These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement. BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of June 30, 2022, unless expressly stated otherwise, and we undertake no duty to update this information.

 

As used in this report, “we” and “Company” refers to (i) BioLargo, Inc., a Delaware corporation; (ii) its wholly-owned subsidiaries BioLargo Life Technologies, Inc., a California corporation, ONM Environmental, Inc., a California corporation, BioLargo Water Investment Group, Inc., a California corporation (which wholly owns BioLargo Water, Inc., a Canadian corporation), and BioLargo Development Corp., a California corporation, (iii) its majority-owned subsidiary BioLargo Engineering, Science & Technologies, LLC, a Tennessee limited liability company, and Canadian subsidiary BioLargo Water, Inc.; and (iv) Clyra Medical Technologies, Inc. (“Clyra” or “Clyra Medical”), a partially owned subsidiary.

 

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this report.

 

Our Business - Innovator and Solution Provider

 

BioLargo, Inc. invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination, advanced water and wastewater treatment, industrial odor and VOC control, air quality control, infection control, and myriad environmental remediation challenges. Having conducted continual and extensive research and development, BioLargo holds a wide array of issued patents, maintains a robust pipeline of products, and provides full-service environmental engineering. With a keen emphasis on partnerships with academic, government, and commercial organizations and associations, BioLargo has proven itself by executing on challenging environmental engineering projects, demonstrating its powerful technologies through pilots, trials, and early commercial adoption, publishing high-impact academic and industry publications, and winning over 80 grants. We monetize our innovations through direct sales and recurring service contracts, as well as through channel partnerships, meaning licensing agreements, exclusive and non-exclusive distribution agreements, brand development partnerships, sale referral partnerships, strategic joint venture formation, and/or the sale of the IP. Channel partnerships allow us to extend the commercial reach of our products and services disproportionately to our core infrastructure and staffing.

 

The past quarter’s results further validates our business model as we witnessed organic revenue growth through our internal sales efforts (as demonstrated by our engineering services subsidiary BLEST), as well as revenue growth demonstrated by our channel partner’s marketing and sales efforts, (with revenue increasing at our subsidiary ONM Environmental through the sales of pet odor control products that feature our technology and are marketed under the Pooph brand).

 

We believe we have three dominant catalysts for near-term monetization of our core technologies and engineering services:

 

1) the advancement and commercialization of our PFAS removal system (the AEC, or “Aqueous Electrostatic Concentrator”) as evidenced by our announcement on August 11, 2022 that BioLargo had secured its first PFAS mitigation customer to engineer a comprehensive multi-phase PFAS mitigation plan for an industrial site and signed a new channel partner agreement for PFAS remediation and that the company has a number of other client projects in various stages of evaluation, testing and where required commercial piloting and a number of channel partners engaged in contract negotiations,

 

 

 

2) the successful design, manufacture, pre-trial testing, and preparation for commercialization with first customers of a novel “minimal liquid discharge” wastewater treatment system in partnership with Garratt-Callahan, the largest privately held water treatment company in America with more than 100 years history, and

 

3) the manufacture and successful launch of a new pet odor control product based on BioLargo’s intellectual property launched by our partners at Ikigai Marketing Works, LLC, a venture now expanding sales and that is aimed at building a national pet odor-control brand (Pooph) with distribution through big-box retailers now preparing to launch, in order to position for sale of the brand to a multi-national consumer products company.

 

Additionally, our engineering services division began work to complete the initial phase which is now expected to be completed in Q3, of a large capital project in the cleantech and environmental technologies space - a waste-to-energy conversion plant in South America (see Waste-to-Energy Conversion Plant Project below).

 

BioLargo’s commercial efforts are expanding for a number of reasons.

 

 

1.

Credibility

 

First, we have built our credibility as cleantech technology innovators and environmental engineering service providers to the point where industry stakeholders, clients, and prospective partners rightfully view us as an effective and reliable means to solve their challenges. We operate with a mandate to serve our customers and partners with technical excellence, provide timely and cost effective results, and a commitment to helping them make the best choices for any particular challenge.

 

 

2.

Channel Partner Relationships

 

We have key relationships that we believe will continue advancing to become high-revenue and profit generating projects with channel partners such as Garratt-Callahan (which, while we faced some delay in the start,  these efforts are expected to successfully launch with its first customer in the near term), and Ikigai as well as our new channel partner in the PFAS remediation industry.

 

 

3.

Investments in Talent and Technology

 

This “critical mass” of credibility as a cleantech solutions provider is a result of our investments in our talented team of engineers and scientists and team members who have a proven track record of executing complex engineering projects, and our history of developing creative and powerful new technologies that work and are best of class.  Secondly, our core patented water treatment technologies, the BioLargo Advanced Oxidation System (AOS) and Aqueous Electrostatic Concentrator (AEC), have now been demonstrated in successful pilot projects, either on-site at a prospective client’s facility, or in-house with client-provided contaminated waters.

 

In the second quarter of 2022, two of our subsidiaries again made progress towards generating a meaningful operating profit: (i) ONM Environmental generated net operating income of $11,000, as compared with a net operating loss in the first quarter of 2021 of $107,000; and, (ii) our engineering subsidiary generated net operating income of $56,000, as compared with a net operating loss in the first quarter of 2021 of $190,000. Several factors contributed to this progress: 1) each subsidiary benefited from significant organic growth of contracts within its main target market, 2) both executed some larger projects as compared to prior experience, and 3) in the case of ONM Environmental, license royalties on products based on our intellectual property began to generate a larger amount of revenue. Of the Company’s other two subsidiaries, Clyra Medical is presently working to raise capital to support the marketing and sales of its newly launched Bioclynse product, and BioLargo Water is working to land the first commercial accounts for its innovative low-energy water treatment technology the BioLargo AOS. After years of investing heavily in research and development of our patented cleantech technologies (roughly $1.5 million in 2021 alone), we are at a turning point where our core assets are either seeing early fruits of commercialization or are now ready for monetization.

 

Formula for Success: Technology, Talent and Purpose

 

Technology

 

BioLargo has continually advanced its robust portfolio of technologies since the first acquisition of early iterations of the BioLargo technology in the spring of 2007. Our innovations have primarily been developed through our internal resources, and some through acquisition. These include patents, patents pending, and trade secrets that include solutions for:

 

 

Water decontamination, including:

 

 

o

Removal of per- and poly-fluoroalkyl substances (PFAS) from drinking and ground water

 

 

o

Micro-pollutant destruction and removal

 

 

o

Legionella detection and water treatment solutions

 

 

o

Minimum and zero liquid discharge systems (MLD/ZLD)

 

 

o

Disinfection

 

 

o

Electro Oxidation

 

 

Air quality controls and systems including odor and VOC control

 

 

Mineral processing

 

 

Infection control

 

 

Wound management

 

 

Disinfection

 

 

Talent

 

We have grown our team to 31 team members and numerous other part-time consultants, including highly qualified PhDs, engineers, MDs and medical professionals, construction professionals, field service technicians, innovators, sales marketing specialists, entrepreneurial and executive leadership.

 

Purpose

 

Our mission to make life better drives us to serve others with integrity, knowledge, technology, and solutions that protect the environment, improve quality of life, and protect lives. All our technologies were developed from the ground-up to be sustainable, practical solutions to significant global challenges. We are unique in our ability to tailor our offerings to serve our customers with proven expertise, proven technology and, if needed, we often have the ability to develop new technical solutions to meet our customer’s needs.

 

Combating the PFAS Forever-Chemical Crisis the AEC

 

One of the most significant and timely innovations in our portfolio is our per- and poly-fluoroalkyl substances (PFAS) removal and collection/disposal solution we call the Aqueous Electrostatic Concentrator (AEC). Our engineers developed and are now preparing to commercialize the AEC, which is a novel water treatment system that removes PFAS from water at a fraction of the operating cost and generating only a fraction of the PFAS-laden waste of the most common currently used solutions (carbon filtration, ion exchange, and reverse osmosis). PFAS chemicals have been linked to cancer, immune disorders, liver dysfunction, and many other human health problems, and are contained in a vast range of manufactured goods, common household products (e.g., cleaning products, cookware), and electronics, and contaminate drinking water in unsafe levels all over the globe.

 

PFAS is often referred to as the “contaminant of the decade”, and as such, it is considered a multi-billion dollar commercial market opportunity. The White House has named the PFAS crisis a critical agenda item and experts expect the EPA and local regulatory agencies to continue to tighten the regulatory requirements to mitigate and manage and limit human exposure to PFAS, all of which we believe will continue to push the market to find and adopt commercially viable solutions. Notably, some emerging regulations on PFAS in the U.S. are expected to skew the market toward seeking treatment technologies that produce as little PFAS-laden solid waste as possible, a favorable trend for our AEC that generates very little PFAS-laden waste. Detection of unsafe levels of PFAS around the world has given rise to a number of market opportunities, including in drinking water, industrial wastewater, municipal wastewater, solid waste, organic foods and more.

 

We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water including performance testing that shows “non-detect” levels of removal. We have recently demonstrated more than six months of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time. We have also successfully demonstrated that the AEC is scalable and functional to a commercial scale and that our engineering team has the experience and proven experience to successfully deliver commercial systems to meet the needs of a commercial installation and sale. Our team has a history of successful execution in the environmental remediation industry and the knowhow to successfully commercialize the AEC.

 

On August 11, 2022, we announced that it has secured its first customer to engineer a comprehensive PFAS mitigation plan for an industrial site, and has signed an agreement with a new channel partner to sell the company’s PFAS treatment equipment and engineering services. The customer contract is for the first phase of what is expected to be a multi-phase comprehensive PFAS remediation project. The contract was secured in collaboration with a new channel partner, which has been appointed to promote, market, and distribute BioLargo’s water treatment equipment and PFAS-related engineering and project integration services.

 

We are also currently negotiating with additional channel partners and a number of prospective industrial and municipal customers to contract for revenue-generating projects to treat their PFAS.  Having completed our initial testing of client water (to “non-detect” levels) from a leading water district in southern California, we are in continuing discussions with their technical team to organize a practical commercial field trial. In light of the fact that we now have our first commercial project under contract, we believe that our expected success will be a key factor to help advance marketing efforts in the municipal market as well as potentially minimize the need for small scale field piloting.

 

 

ONM Environmental - Industrial Odor and VOC Solutions

 

ONM Environmental, Inc. is BioLargo’s subsidiary that delivers robust and comprehensive products and services to control and mitigate odor and volatile organic compounds (“VOCs”) emitted from a variety of industrial activities, including landfills and other waste handling facilities. Its flagship product, CupriDyne® Clean, reduces and eliminates tough odors and VOCs in various industrial settings. CupriDyne Clean is delivered through misting systems, sprayers, water trucks and similar water delivery systems designed, manufactured and installed by ONM. We believe the product is the number-one performing odor-control product in the market, and that it offers substantial savings to our customers compared with competing products. In response to customer demand for expanded services, ONM Environmental now holds General, Electrical, Plumbing and Low Voltage contractor licenses issued by the California Contractors State License Board, and offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries. These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems).

 

We have been and expect to continue selling product to the largest solid waste handling companies in the country, with a portion of chemistry product sales resulting from national purchasing agreements (NPAs) with large waste handling companies. ONM Environmental also is currently servicing an exclusive three-year supply contract with a large municipality in Southern California for the delivery of CupriDyne Clean, which will provide a steady source of chemistry supply revenue for the company over the next three years.

 

In addition to growing its revenues organically through the sale of odor and VOC control chemistry and air quality control systems to its primary market segment (municipal solid waste handling in California), ONM Environmental aims to accelerate its growth through development of new sales and distribution channels. Some of these, including our partnership with Ikigai Marketing Works, LLC (see “Consumer Private-Label Products” below) and our joint venture with BKT Co. Ltd. in South Korea are already actively advancing toward their end-goal, which is to foster new distribution opportunities for our patented odor and VOC control chemistry without being limited by our own sales and distribution infrastructure. Additional new opportunities for distribution channels are presently being developed, including in new vertical market segments such as pulp and paper, wastewater, oil and gas, construction, and the auto industry, as well as in new geographical markets including South and Central America. Company management will provide more information on each of these emerging partnerships as they each become finalized.

 

Consumer Private-Label Products

 

We sell pet odor-control products branded under the brand “Pooph” to Ikigai Marketing Works, LLC, founded by accomplished industry executives from the consumer-packaged goods industry who have executed successful launches of at least five blockbuster products. After development of television commercials and a successful test marketing campaign, they have begun a national advertising campaign, and plan to launch the products in major retailers in the United States (e.g., Walmart, Target, etc.). Initial sales volume for the product has exceeded early expectations. Our agreement with Ikigai grants them an exclusive license to sell the Pooph pet odor-control product, provided certain minimum volume thresholds are met once retail sales begin, and requires, in addition to purchasing product from us at an agreed-upon manufacturing margin, they pay a 6% royalty on sales. We are in negotiations to expand their rights under the license agreement.

 

Full Service Environmental Engineering

 

Our subsidiary BioLargo Engineering, Science & Technologies, LLC (“BLEST”) offers full service environmental engineering to third parties and provides engineering support services to our internal teams to accelerate the commercialization of our technologies. Its website is found at www.BioLargoEngineering.com.

 

BLEST focuses its efforts in three areas:

 

 

providing engineering services to third-party clients;

 

 

supporting internal product development and business units’ services to customers (e.g., the AOS); and

 

 

advancing their own technical innovations such as the AEC PFAS treatment technology

 

The subsidiary is located in Oak Ridge (a suburb of Knoxville, Tennessee), and employs a group of scientists and engineers who collectively worked together for almost 30 years and experience in diverse engineering fields. The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm. The other team members are also former employees of CB&I and Shaw. The team is highly experienced across multiple industries and they are considered experts in their respective fields, including chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management & testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design & permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities. The engineering team also has developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed, from time to time.

 

 

In association with Garratt-Callahan, a national industrial water treatment company, BLEST is developing a “minimal liquid discharge” wastewater treatment system based on Garratt-Callahan proprietary technology that would industrial wastewater discharge and therefore reduce wastewater discharge fees for customers. Garratt-Callahan is currently preparing to launch the MLD system to its customers. BLEST will serve as the manufacturing partner and Garratt Callahan will serve as the selling distributor to leverage their national sales force and over one hundred years of providing services and products to customers. BioLargo’s engineers finished building the first full-scale prototype of this new technology and tested it with Garratt-Callahan client provided water, with Garratt-Callahan technical staff present on-site at BLEST’s facility. In this “factory acceptance” testing, the system removed over 98% of the target contaminants from water provided by a Garratt-Callahan client in continuous operation, in line with results achieved by Garratt-Callahan’s original bench-scale and batch processing tests. This factory acceptance testing was a necessary step before commercial trials with Garratt-Callahan customers can begin. A number of first customer prospects have already been identified, and initially the plan was to conduct an on-site field trial for that customer. Now, in collaboration with the technical team at Garratt-Callahan, we are recommending that a field trial is not required given the level of validation that has been done. We are working on contractual agreements to move the project forward to first sales.

 

In June 2022, BLEST was contracted by Ultra Safe Nuclear to assist in producing the first prototype fuel production systems for their revolutionary new nuclear reactor called the Micro Modular Reactor (MMR®). Ultra Safe Nuclear is a Seattle-based nuclear energy innovator, and has invented a “fission battery” - a fourth generation modular nuclear reactor – that can deliver safe, zero-carbon, cost-effective energy anywhere. The MMR® uses ceramic-encapsulated nuclear fuel – Fully Ceramic Micro-encapsulated (FCM+++) – an extremely rugged and stable fuel with extraordinary high temperature stability. BioLargo has been retained to provide engineering design support, fabrication, and integration for the company’s prototype fuel production systems. Because of the success of the early phase of the project, this project is expected to expand over the coming months in scope and significance to BioLargo, making them an important customer for BLEST.

 

Waste-to-Energy Conversion Plant Project

 

In April 2022, our engineering subsidiary was hired to conduct a comprehensive project plan (i.e., “feasibility”) study by a Southern California based sustainable energy services company intending to build a waste-to-energy conversion plant in South America. The site of the proposed conversion plant is approximately 296 acres, where it is planned to process between two million and up to 8 million tons of municipal solid waste annually. A feasibility study is typically the first step in the design process for a new project of this size, and will address multiple fundamental factors that will influence the design and operation of the anticipated facility, including technology options, rough costs to construct and operate, environmental impacts, and rough equipment sizing. The feasibility study would then inform and facilitate the development of a design basis document, then conceptual design, and ultimately the front-end engineering design. It is important to note that the term feasibility as used in this context does not involve any sort of technology trials to determine if they are workable, rather the comprehensive plan being prepared is to assist the developer in proper planning, permitting, budgeting for a very large project. Thus far, BioLargo’s engineers have been contracted on the feasibility study only, but expect to be involved in subsequent phases should the project move forward as planned. ONM Environmental was critical in bringing this project to the company and will work with BioLargo’s engineers to execute this project. ONM Environmental brings to the table a team with extensive expertise surrounding the design and operation of waste handling facilities, and BLEST brings a team of veteran engineers with decades of experience designing and integrating complex projects as well as specific expertise in the area of waste-to-energy conversion. We expect to conclude the phase 1 work in Q3 if no changes to the scope are requested by the client.

 

BioLargo Water and the Advanced Oxidation System  AOS

 

BioLargo Water is our wholly owned subsidiary located in Edmonton, Alberta, Canada, that developed and is commercializing our Advanced Oxidation water treatment system (AOS). The AOS is our patented water treatment device that generates highly oxidative and energetic species of iodine and other molecules which allow it to rapidly and effectively eliminate pathogenic organisms and organic contaminants as water passes through the device. The key value proposition of the AOS is its ability to reduce or eliminate a wide variety of waterborne contaminants with high performance while using very little electricity and input chemicals. This is made possible by the highly oxidative iodine compounds and reactive oxygen species generated within the AOS reactor as well as the unique and proprietary physical constitution and geometry of the reactor. Our proof-of-concept studies and on-site pilot projects have generated results that project the AOS will be more cost- and energy-efficient than commonly used advanced water treatment technologies such as UV, electro-chlorination, and ozonation. Furthermore, our technology has been proven capable of removing hard-to-treat organic micropollutants such as pharmaceuticals from water more quickly and energy-efficiently than other technologies. Together, these characteristics make the AOS an economical and versatile tool to enable wastewater treatment and reuse in the face of emerging water contaminants and increasing regulatory scrutiny on industrial wastewater discharge. The capabilities of the AOS as a sustainable water treatment technology have been the subject of several high-impact academic papers in scientific journals. The company pursues a policy of publishing about the technology in academic journals as much as possible in order to promote transparency about the technology’s safety and efficacy while also contributing to the field of advanced water treatment science. In June of 2022, the fourth peer-reviewed scientific paper about the AOS was published, in the journal Environmental Science and Pollution Research.

 

BioLargo’s AOS water treatment technology has completed several pre-commercial demonstration pilots, including one at a poultry farm in Alberta, one at a microbrewery in Southern California, and another in Southern California where stormwater was treated by the AOS. It has an ongoing pilot near Montreal to treat municipal wastewater. It is our belief that once these pre-commercial pilots have concluded with the AOS, our ability to entice major water industry players to partner with BioLargo Water to accelerate market adoption of the AOS will be increased dramatically. Our team in Canada is in discussions with potential early adopters in the agriculture space, and has secured significant provincial and federal grant funding to help defray the cost of a first commercial project.

 

 

In the first quarter of 2022, BioLargo Water received a grant from Next Generation Manufacturing Canada (NGen) to support the company’s collaboration with a specialized electrical component designer to assist in optimizing the electrical performance of the AOS with the ultimate goal of maximizing the lifespan of the AOS’ components. In the second quarter, the development work funded by this grant advanced, focusing on improving the performance of the conductive materials within the AOS which allow for water disinfection and decontamination.

 

Municipal Wastewater Treatment Pilot - Montreal

 

Our commercial-scale AOS demonstration pilot (run in partnership with acclaimed water experts at the Centre des Technologies de L’Eau) at a municipal wastewater treatment plant near Montreal, Quebec, is ongoing and providing important data that shows the AOS is removing five target pharmaceuticals from the wastewater faster and using less electricity than the ultraviolet disinfections system used in the facility. Notably, the pilot project also showed that the AOS was able to also remove total coliforms (bacteria) from the municipal wastewater more effectively than the UV disinfection system currently in use at the facility.

 

Recently, BioLargo Water was awarded a grant from the government of Canada’s Natural Sciences and Engineering Research Council (NSERC) that allowed for the extension of the pilot project to allow for use of a new, higher flow-rate AOS system, as well as the installation of an AEC system at the pilot to assess its removal of PFAS chemicals from the municipality’s wastewater.  

 

Clyra Medical Technologies

 

Clyra Medical Technologies, Inc. is our partially owned subsidiary creating medical products based on our technology. It is launching a product to be used by surgeons generally, with a first target market aimed toward orthopedic surgeons for use as a wound irrigation solution and to help manage patient care and outcomes. Clyra has secured its first two hospital customers for the product, established a robust quality control system for FDA compliance, recruited a national director of sales, and is negotiating with three separate channel partners to form a commercial alliance. Its other product designs are on hold until such time as it is able to secure the capital and resources to complete any final development and support additional inventory, technical support and sales for these products. There are channel partnerships in development for Clyra’s BioClynse product in three separate healthcare markets.

 

Conclusion

 

In the past quarter:

 

  Our company generated approximately $1.3 million in company-wide revenue, representing a 37% increase compared with the first quarter of 2022, and a 185% increase compared with the second quarter of 2021.
     
 

ONM Environmental and BLEST generated net operational income.

 

 

Our company continued to demonstrate the commercial viability of our cleantech products and services through organic growth leading to increased revenue

 

 

We improved our financial condition by through increasing cash flow from revenues, adding to the improved balance sheet resulting from dramatic reduction in debt over the past year

 

 

We advanced the commercialization of our technology assets in target markets through channel partnerships that are either already in place and executing, or are currently developing

 

BioLargo has advanced its technologies and infrastructure to achieve a critical mass to capitalize on its commercial efforts and have a positive impact around the world with clean water, clean air, and infection control solutions. The company presents a scalable business model that targets high-impact cleantech market opportunities. We leverage our considerable scientific, engineering, and entrepreneurial talent to monetize our technologies and ensure high-quality customer service and increased revenue potential. We seek to unlock the value of our portfolio of disruptive technologies to advance our mission to “make life better” and continue creating shareholder value.

 

 

Results of Operations

 

We operate our business in distinct business segments:

 

 

ONM Environmental, which manufactures and sells our odor and VOC control products and services, including our flagship product, CupriDyne Clean;

 

 

BLEST, our professional engineering services division supporting our internal business units and serving outside clients on a fee for service and/or project bid basis;

 

 

BioLargo Water, our Canadian division that has been historically pure research and development, and is now transitioning to focus on commercializing our AOS system;

 

 

Clyra Medical, our partially owned subsidiary focused on the medical device industry; and

 

 

Our corporate operations, which support the operating segments with legal, accounting, human resources, and other services.

 

Consolidated revenue for the three and six months ended June 30, 2022, was $1,323,000 and $2,287,000 which is a 185% and 121% increase over the same periods in 2021. Our service revenue increased 325% and 250% for the three and six months ending June 30, 2022, while revenue from product sales and related services increased by 122% and 73% for the three and six months ending June 30, 2022. Our product revenue includes sales of our CupriDyne Clean industrial odor control product, and sales of private-label products based on our CupriDyne formula.

 

ONM Environmental

 

Our wholly owned subsidiary ONM Environmental generated revenues through sales of its flagship product CupriDyne Clean, and by providing design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities.

 

Revenue (ONM Environmental)

 

ONM Environmental’s revenues for the three and six months ended June 30, 2022, were $700,000 and $1,300,000, an increase of $362,000 and $662,000 , from the same periods in 2021. The increase in revenues was due to an increase in the volume of CupriDyne clean sales and sales of private label odor-control products, and an increase in license royalties. Because ONM Environmental has no control over the marketing and sales activity or levels of its private-label clients, it cannot predict sales volumes related to these clients in future periods. One client has indicated it intends to continue to increase the number of products it is purchasing from ONM Environmental in future periods.

 

Cost of Goods Sold (ONM Environmental)

 

ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of salaries and expenses related to the manufacturing of our products. As a percentage of revenue, costs of goods was 46% and 47% in the three and six months ended June 30, 2022, versus 47% and 51% in the same periods in 2021.

 

Operating Income (Loss) (ONM Environmental)

 

For the three and six months ended June 30, 2022, ONM Environmental generated $700,000 and $1,300,000 in revenue, a gross margin of $373,000 and $686,000, and had total costs and expenses of $368,000 and $662,000, resulting in operating income of $11,000 and $18,000, compared with an operating loss of $107,000 and $283,000 for the three and six months ended June 30, 2021, respectively. The results reflect a trend over the past year in which the company’s operating loss reduced as its income increased, to the point this quarter where it generated an operating profit. The operating income is consistent with the company’s growth in revenue. Provided that its private-label clients continue to purchase product, and continue to expand their marketing budget, we expect this trend to continue.

 

 

BLEST (engineering division)

 

Revenue (BLEST)

 

For the three and six months ended June 30, 2022, our engineering segment (BLEST) generated $617,000 and $972,000 of revenue from third parties, compared to $183,000 and $274,000 for the same three and six months in 2021. The increase is due to completion of projects within our budgeted amount, an increased number of client contracts, and the recognition of $89,000 of deferred revenue for ongoing projects that had achieved certain completion milestones.

 

In addition to providing service to third party clients, BLEST provides services to BioLargo and its subsidiaries for internal BioLargo projects. These services are billed internally, are considered intersegment revenue, and are eliminated in the consolidation of our financial statements. In the six months ended June 30, 2022, it totaled $241,000, primarily used to further engineer and develop our flagship AOS water filtration system and our AEC PFAS treatment system. In addition, BLEST engineers are performing a critical role in the AOS pilot projects, some of which are supported by third-party research grants and has been instrumental in developing and supporting a professional engineered design service for misting systems being sold by ONM Environmental.

 

Cost of Goods (Services) Sold (BLEST)

 

BLEST’s cost of services includes employee labor as well as subcontracted labor costs. In the three and six months ended June 30, 2022, its cost of services were 61% and 54% of its revenues, versus 71% and 76% cost of services in comparable periods in 2010. These fluctuations are a result of increases in efficiencies related to flat-fee monthly contracts.

 

Operating Income (Loss) (BLEST)

 

For the three and six months ended June 30, 2022, BLEST generated $617,000 and $972,000 in revenue from third party clients (net of $53,000 and $241,000 intercompany (aka intersegment) revenue), with a gross margin of $242,000 and $449,000, and had total costs and expenses of $186,000 and $428,000, resulting in operating income of $56,000 and $21,000.

 

For the three and six months ended June 30, 2021, BLEST generated $183,000 and $274,000 in revenue from third party clients, with a gross margin of $42,000 and $65,000, and had total costs and expenses of $236,000 and $438,000, resulting in a net loss of $190,000 and $373,000.

 

Selling, General and Administrative Expense consolidated

 

Our SG&A expenses include both cash expenses and non-cash expenses (including non-cash stock option compensation expenses). Our SG&A expenses increased by 3% ($42,000) and ($115,000) in the three and six months ended June 30, 2022, compared to the same periods in 2021. Our non-cash expenses totaled $1,201,000 in the six months ended June 30, 2022, compared to $1,314,000 in the six months ended June 30, 2021. Our employees, vendors and consultants received a greater number of stock and stock options in lieu of cash owed, stock options issued as part of an employee retention program in 2022 and 2021. The largest components of our SG&A expenses included (in thousands):

 

   

Three months ended:

   

Six months ended:

 
   

June 30, 2022

   

June 30, 2021

   

June 30, 2022

   

June 30, 2021

 

Salaries and payroll related

  $ 633     $ 628     $ 1,442     $ 1,360  

Professional fees

    198       188       344       356  

Consulting

    133       212       450       615  

Office expense

    420       308       730       590  

Sales and marketing

    75       81       134       159  

Investor relations

    62       61       147       96  

Board of director expense

    68       69       178       134  

 

The increase in salaries and payroll expenses is primarily related to the implementation of a stock option bonus compensation program for employees and other related stock option compensation expenses, and also the hiring of additional personnel to support increasing operations. The small increase in the six months ended June 30, 2022 versus 2021 is consistent with the growth of the business and increasing efficiencies of the personnel. Consulting expense decreased as we have reduced the use of consultants to identify business opportunities. The reduction in professional fees in the six months ended June 30, 2022, is largely due to the reduced use of outside legal counsel and other service providers. Office expense increased due to rental increases and increased office space.

 

 

Research and Development

 

In the three months and six months ended June 30, 2022, we spent $355,000 and $747,000, respectively, and in the three and six months ended June 30, 2021, we spent $356,000 and $683,000, respectively, in the research and development of our technologies and products.

 

Interest expense

 

Our interest expense for the three and six months ended June 30, 2022, was $15,000 and $28,000, a decrease of 83% and 85% compared with the same periods of 2021. Our interest expense includes interest from outstanding debt and it is related to the issuance of and modification of convertible promissory notes. The Company has made a concerted effort to pay down debt and has been able to raise capital through equity offerings instead of convertible debt offerings.

 

Net Income (Loss)

 

Net loss for the three and six months ended June 30, 2022, was $1,333,000 and $2,877,000, a loss of $0.00 and $0.01 per share, compared to a net loss for the three and six months ended June 30, 2021, of $1,790,000 and $3,668,000, a loss of $0.01 and $0.02 per share. The 27% and 22% decrease in net loss is due primarily to an increase in revenue and gross profit, as well as a reduction in interest expense. As noted in above (see “Interest Expense”), the reduction of interest expense is directly related to our reduction of the use of debt instruments to finance our working capital requirements.

 

The net income (loss) per business segment is as follows (in thousands):

 

   

Three months ended

   

Six months ended

 
   

June 30, 2022

   

June 30, 2021

   

June 30, 2022

   

June 30, 2021

 

BioLargo corporate

  $ (929 )   $ (987 )   $ (2,155 )   $ (1,965 )

ONM

    11       (108 )     192       (284 )

Clyra Medical

    (265 )     (338 )     (512 )     (772 )

BLEST

    56       (190 )     21       (373 )

BioLargo Water

    (206 )     (167 )     (423 )     (274 )

Net loss

  $ (1,333 )   $ (1,790 )   $ (2,877 )   $ (3,668 )

 

 

Liquidity and Capital Resources

 

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. For the six months ended June 30, 2022, we had a net loss of $2,877,000, used $1,864,000 cash in operations, and at June 30, 2022, we had working capital of $962,000, and current assets of $2,141,000.  Two of our subsidiaries – ONM Environmental and BLEST – generated positive operating income. None of our other operational subsidiaries did so. (See Note 9.)

 

We do not believe operating profits in the year ended December 31, 2022, will be sufficient to fund our current level of operations, and therefore believe we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital, and private sales of our securities. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

 

If we are unable to rely on our current arrangement with Lincoln Park to continue to fund our working capital requirements, we will have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

 

We operate our business in five distinct business segments. Each of these segments obtains cash to fund operations in unique ways. ONM and BLEST generate cash by selling products and services. Clyra Medical obtains cash from product sales, and third-party investments of sales of its common stock. BioLargo Water generates cash through government research grants and tax credits; our corporate operations currently generate cash through private offerings of stock, debt instruments, and warrants, and then provides supplemental capital to support to our various business segments as they advance their technologies, products and commercial efforts.

 

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of offerings of debt with equity or derivative features which include the valuation of the warrant component, any beneficial conversion feature and potential derivative treatment, and share-based payments. We base our estimates on anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.

 

Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2020 Form 10-K, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 2020 Form 10-K, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting policies and estimates since the 2020 Form 10-K.

 

Item 4.

Controls and Procedures

 

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended – the “Exchange Act”) as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

Our procedures have been designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. However, our Company is continuing to grow and evolve, as our product and services sales continues to grow, and as we diversify our clients to include municipalities, increasing strain on our accounting systems. These activities put stress on our overall controls and procedures. As our operations do not yet generate enough cash to fund operations, and we rely on financing activities to maintain our level of operations and fund our anticipated growth, we do not yet have the ability to implement the more sophisticated control systems used by larger companies. Although we have made some improvements, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, due to the material weakness identified below.

 

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Under the supervision and with the participation of our management, including our chief executive officer and the chief financial officer, we have established internal control procedures in accordance with the guidelines established in the 2013 Framework —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management evaluated the effectiveness of our internal controls, and concluded that due to our limited financial and personnel resources, the fact that we operate our business in three distinct locations in the U.S. and Canada, and the lack of sophisticated reporting systems, we continue to have a material weakness in our internal controls with respect to the closing our financial statements. Until the Company has the financial resources to implement more robust automated systems, or to hire additional dedicated accounting personnel, we expect this material weakness to continue.

 

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

 

PART II

 

OTHER INFORMATION

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The following is a report of the sales of unregistered securities during the period covered by this report not previously reported in an annual report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K.

 

During the three months ended June 30, 2022, we sold 4,605,430 shares of our common stock and received $826,000 in gross and net proceeds from five accredited investors.

 

All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.

 

 

Item 5.

Other Information

 

During the three months ended June 30, 2022, we sold 406,140 shares of our common stock and received $72,000 in gross and net proceeds pursuant to our purchase agreement with Lincoln Park.

 

During the three and six months ended June 30, 2022, we sold 4,605,430 and 9,802,398 shares of our common stock and received $876,000 and $1,732,000 in gross and net proceeds from five and an aggregate sixteen accredited investors. These sales were made pursuant to an exemption from registration under Regulation D.

 

Item 6.

Exhibits

 

See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.

 

Exhibit Index

 

   

Incorporated by

Reference Herein

Exhibit

Number

Exhibit Description

Form

File Date

3.1

Bylaws of BioLargo, Inc., as amended and restated

Form 10-KSB

5/23/2003

3.2

Amended and Restated Certificate of Incorporation for BioLargo, Inc. filed March 16, 2007

Form 10-KSB

5/4/2007

3.3

Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018

Pos Am

6/22/2018

3.4