BioLargo, Inc. Files S-1 Registration Statement

TL;DR

<b>BioLargo, Inc. has filed an S-1 registration statement with the SEC, indicating its status as a smaller reporting company.</b>

AI Summary

BIOLARGO, INC. (BLGO) filed a IPO Registration (S-1) with the SEC on April 12, 2024. BioLargo, Inc. filed an S-1 registration statement with the SEC on April 12, 2024. The filing indicates the company is a smaller reporting company and a non-accelerated filer. The company's principal executive offices are located at 14921 Chestnut St., Westminster, CA 92683. The IRS Employer Identification Number is 65-0159115. The company was incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking BIOLARGO, INC., this filing contains several important signals. This S-1 filing is a prerequisite for a public offering of securities, suggesting BioLargo is seeking to raise capital or expand its investor base. The classification as a 'smaller reporting company' and 'non-accelerated filer' provides context on its financial reporting obligations and size.

Risk Assessment

Risk Level: low — BIOLARGO, INC. shows low risk based on this filing. The risk is low as this is a standard S-1 filing for a smaller reporting company, not indicating immediate financial distress or significant operational changes.

Analyst Insight

Monitor future filings for details on the proposed offering, use of proceeds, and updated financial information.

Key Numbers

• 0001437749-24-011927 — Accession Number (SEC Filing)
• 20240412 — Filing Date (SEC Filing)
• S-1 — Form Type (SEC Filing)
• 65-0159115 — IRS Number (Company Information)
• DE — State of Incorporation (Company Information)
• 14921 Chestnut St. — Street Address (Company Address)
• Westminster, CA 92683 — City, State, Zip (Company Address)

Key Players & Entities

• BIOLARGO, INC. (company) — Registrant name
• 0001437749-24-011927 (other) — Accession Number
• 20240412 (date) — Filing date
• S-1 (other) — Form type
• Delaware (location) — State of incorporation
• 650159115 (other) — IRS Number
• 14921 Chestnut St. (address) — Business address
• Westminster, CA 92683 (address) — Business address

FAQ

Industry Context

The filing is an S-1 registration statement, a standard form required by the SEC for companies planning to offer securities to the public.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1 filing for detailed information on BioLargo's business, financials, and proposed securities offering.
2. Track subsequent SEC filings (e.g., 8-K, 10-Q, 10-K) for updates on the company's performance and any offering progress.
3. Analyze the company's risk factors and use of proceeds once disclosed in the S-1.

Key Dates

• 2024-04-12: S-1 Filing — Registration statement filed with the SEC.

Year-Over-Year Comparison

This is the initial S-1 filing, so there is no prior filing of this type to compare against.

Key Financial Figures

• $0 — 8,449 shares of common stock, par value $0.00067, of BioLargo, Inc., a Delaware co
• $0.2586 — , 2024, at an average exercise price of $0.2586 per share. We are not selling any secu
• $9,022,461 — ling stockholders. We may receive up to $9,022,461 aggregate gross proceeds in the event t
• $0.325 — our common stock on the OTC Markets was $0.325. The securities offered in this prospe
• $0.18 — y 16, 2024. Exercises prices range from $0.18 to $0.3264. Each warrant may be called
• $0.3264 — 4. Exercises prices range from $0.18 to $0.3264. Each warrant may be called by the Comp
• $4,648,000 — our inception. We recorded net loss of $4,648,000 for the year ended December 31, 2023, a
• $5,132,000 — ed December 31, 2023, and a net loss of $5,132,000 for the year ended December 31, 2022. A
• $3,539,000 — 31, 2022. At December 31, 2023, we had $3,539,000 cash and cash equivalents. We have fund
• $2,365,000 — e year ended December 31, 2023, we used $2,365,000 cash in operations, and at December 31,
• $3,652,000 — ber 31, 2023, we had working capital of $3,652,000, and current assets of $6,362,000. In o
• $6,362,000 — al of $3,652,000, and current assets of $6,362,000. In order to become profitable, we must
• $4,600,000 — r 31, 2023, we received net proceeds of $4,600,000 through sales of our securities, both d

Filing Documents

• blgo20240405_s1.htm (S-1) — 2093KB
• ex_651831.htm (EX-5.1) — 5KB
• ex_651833.htm (EX-21.1) — 4KB
• ex_651832.htm (EX-23.1) — 4KB
• ex_651834.htm (EX-23.2) — 4KB
• ex_651835.htm (EX-FILING FEES) — 9KB
• 0001437749-24-011927.txt (&nbsp;) — 2121KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 15

USE OF PROCEEDS

USE OF PROCEEDS 15 DIVIDEND POLICY 15 CAPITALIZATION 16

DILUTION

DILUTION 16 MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 17 DESCRIPTION OF BUSINESS 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27 MANAGEMENT 32 CORPORATE GOVERNANCE 34

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 43 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 44

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 45 SELLING STOCKHOLDER 46 PLAN OF DISTRIBUTION 52 DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 53 LEGAL OPINION 53 EXPERTS 53 ADDITIONAL INFORMATION 53 INDEX TO FINANCIAL STATEMENTS 54

– INFORMATION NOT REQUIRED IN PROSPECTUS

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS 85 Unless otherwise specified, the information in this prospectus is set forth as of , and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer. iii Table of Contents PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this registration statement fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page 54. When we refer in this prospectus to "BioLargo," the or our "Company," "we," "us" and "our," we mean (i) BioLargo, Inc., a Delaware corporation; and (ii) its partially or wholly-owned subsidiaries BioLargo Life Technologies, Inc., which holds our intellectual property; ONM Environmental, Inc., which manufactures, markets, sells and distributes our odor and volatile organic compound control products; BioLargo Energy Technologies, Inc. ("BETI"), formed to commercialize our proprietary battery technology; BioLargo Canada, Inc., our primary research and development team operating in Edmonton, Alberta Canada; BioLargo Engineering, Science & Technologies, LLC ("BLEST"), a professional engineering services division in Oak Ridge Tennessee; BioLargo Equipment Solutions & Technologies, Inc., which sells our water treatment products; BioLargo Development Corp., which employs and provides benefits to our employ

Use of Proceeds

Use of Proceeds We will receive no proceeds from the sale of shares of common stock by the selling stockholders in this offering. We may receive up to $9,022,461 in aggregate gross proceeds upon exercise of the warrants. Any proceeds that we receive from the selling stockholders upon exercise of the warrants will be used for working capital requirements of the Company's business divisions and for the repayment of debt. See "Use of Proceeds."

Risk factors

Risk factors This investment involves a high degree of risk. See "Risk Factors" for a discussion of factors you should consider carefully before making an investment decision. Symbol on the OTC Markets "BLGO" The warrants were purchased by the selling stockholders in private transactions with the Company whereby each purchased a "unit" comprised of shares of common stock, and two warrants to purchase an equal number of shares of common stock. Of the two warrants, one was issued at 120% of the unit price to expire six months from the date of grant, and the second at 150% the unit price to expire five years from the date of grant. Warrants were issued from May 5, 2020, through January 16, 2024. Exercises prices range from $0.18 to $0.3264. Each warrant may be called by the Company if the shares underlying the warrants are subject to an effective registration statement, and the closing price of the Company's common stock equals or exceeds two times the exercise price for ten consecutive trading days. The exercise price of the warrants are as follows: Exercise Price Shares Value $ 0.1800 666,667 $ 120,000 $ 0.1900 428,948 $ 81,500 $ 0.2250 2,279,999 $ 513,000 $ 0.2280 4,289,476 $ 978,001 $ 0.2400 4,468,750 $ 1,072,500 $ 0.2475 5,954,543 $ 1,473,749 $ 0.2550 1,235,294 $ 315,000 $ 0.2630 285,714 $ 75,143 $ 0.2700 666,667 $ 180,000 $ 0.2850 10,524,424 $ 2,999,461 $ 0.2950 3,723,077 $ 1,098,308 $ 0.3000 125,000 $ 37,500 $ 0.3264 239,890 $ 78,300 Grand total: 34,888,449 $ 9,022,461 - 2 - Table of Contents SUMMARY OF BUSINESS OPERATIONS BioLargo, Inc. invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like per and polyfluoroalkyl substances (PFAS) contamination, advanced water and wastewater treatment, industrial odor and volatile organic compound (VOC) control, air quality control, infe

RISK FACTORS

RISK FACTORS An investment in our common stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein. Risks relating to our Financial Condition We have incurred net losses on an annual basis since our inception and may continue to experience losses and negative cash flow in the future. We have not yet generated enough revenue or gross profit from operations to fund our expenses, and, accordingly, we have incurred net losses every year since our inception. We recorded net loss of $4,648,000 for the year ended December 31, 2023, and a net loss of $5,132,000 for the year ended December 31, 2022. At December 31, 2023, we had $3,539,000 cash and cash equivalents. We have funded the majority of our activities through the issuance of equity securities, both at corporate level and through direct third-party investments in our subsidiaries. Although we are devoting more energy and money to our sales and marketing activities, and our revenues have increased year-over-year for the last eight years, we continue to anticipate net losses and negative cash flow for the foreseeable future. Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, the rate of client adoption of our products, and the efforts and success of third parties, such as Ikigai Marketing Works that sells an odor-control product for pets based on our technology. We may continue to incur losses and experienc

View Full Filing

View this S-1 filing on SEC EDGAR