BioLargo, Inc. Terminates Material Agreement, Files 8-K
Ticker: BLGO · Form: 8-K · Filed: Sep 25, 2025 · CIK: 880242
Sentiment: neutral
Topics: agreement-termination, impairment, disclosure
Related Tickers: BLGO
TL;DR
BioLargo terminated a key deal, expect more info soon.
AI Summary
On September 19, 2025, BioLargo, Inc. reported the termination of a material definitive agreement. The company also disclosed material impairments and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.
Why It Matters
The termination of a material definitive agreement could significantly impact BioLargo's operations and financial standing, requiring investors to assess the consequences.
Risk Assessment
Risk Level: medium — Termination of a material definitive agreement often signals significant business challenges or strategic shifts that could affect the company's future performance.
Key Players & Entities
- BioLargo, Inc. (company) — Registrant
- September 19, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 000-19709 (filing_number) — Commission File Number
- 65-0159115 (ein) — IRS Employer Identification No.
- 14921 Chestnut St. (address) — Business address
FAQ
What specific material definitive agreement was terminated by BioLargo, Inc.?
The filing states that a material definitive agreement was terminated, but does not specify which agreement in the provided text.
What are the details of the material impairments disclosed by BioLargo, Inc.?
The filing indicates that material impairments were disclosed, but the specific nature and financial impact of these impairments are not detailed in the provided text.
What is the nature of the Regulation FD disclosure made by BioLargo, Inc.?
The filing mentions a Regulation FD disclosure, but the content of this disclosure is not provided in the excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on September 19, 2025.
What is BioLargo, Inc.'s state of incorporation and IRS Employer Identification Number?
BioLargo, Inc. is incorporated in Delaware and has an IRS Employer Identification Number of 65-0159115.
Filing Stats: 1,076 words · 4 min read · ~4 pages · Grade level 11.4 · Accepted 2025-09-25 11:15:12
Key Financial Figures
- $1,378,141 — allow Pooph to pay past due amounts of $1,378,141 in royalties and $2,385,468 on product
- $2,385,468 — amounts of $1,378,141 in royalties and $2,385,468 on product invoices through a weekly pa
- $3,486,000 — et a "note receivable" in the amount of $3,486,000 representing the amount due by Pooph In
Filing Documents
- blgo20250924_8k.htm (8-K) — 35KB
- ex_864367.htm (EX-99.1) — 9KB
- 0001437749-25-029852.txt ( ) — 173KB
- blgo-20250919.xsd (EX-101.SCH) — 3KB
- blgo-20250919_def.xml (EX-101.DEF) — 11KB
- blgo-20250919_lab.xml (EX-101.LAB) — 14KB
- blgo-20250919_pre.xml (EX-101.PRE) — 11KB
- blgo20250924_8k_htm.xml (XML) — 3KB
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. BioLargo, Inc., a Delaware corporation ("BioLargo") and our wholly owned subsidiary, ONM Environmental, Inc., a California corporation ("ONM") entered into a License Agreement and Preferred Master Manufacturing Agreement ("PMMA") with Ikigai Holdings, LLC, ("Ikigai") which were later assigned with permission by Ikigai to Pooph Inc., a Nevada corporation ("Pooph") whereby Pooph was granted an exclusive, royalty-bearing license under the BioLargo's patents, trade secrets, and know-how, to make, use, sell, offer for sale, export, and import "licensed products" that reduce and eliminate odors caused by household pets. On June 6, 2025, the PMMA was amended to allow Pooph to pay past due amounts of $1,378,141 in royalties and $2,385,468 on product invoices through a weekly payment plan bearing 10% interest and maturing July 3, 2026 (the "PMMA Amendment"). The PMMA Amendment also modified payment and invoicing terms on existing and future product purchase orders, and allowed BioLargo to withhold product if the payment terms were not met. On September 24, 2025, BioLargo and ONM delivered notice to Pooph that the grant of license was immediately revoked due to Pooph's failure to pay royalties, and that it was terminating the License Agreement in its entirety with 150 days' notice. The notice further advised that Pooph is not allowed to market or sell products that incorporate, use, or are based on, in whole or in part, BioLargo's patents and proprietary information, including but not limited to know-how, disclosed to Pooph, and that absent reinstatement of the grant of license, Pooph must immediately stop marketing and selling any such products in its possession, custody or control (or sold through market portals or platforms such as Amazon). In a letter dated September 19, 2025, Pooph indicated that it has been working to independently develop a new formula for Pooph-branded products (which BioLargo contends was
06 Material Impairment
Item 2.06 Material Impairment. On its balance sheet at June 30, 2025, BioLargo included as an asset a "note receivable" in the amount of $3,486,000 representing the amount due by Pooph Inc. for royalties and product invoices in accordance with the PMMA Amendment. Given the termination of the License Agreement and PMMA as set forth in Item 1.02 above, BioLargo management is considering impairing the fair value of the note receivable asset. While it has not made such determination at this time, it expects the impairment to be substantial.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 25, 2025, BioLargo, Inc. published the press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading "Safe Harbor Act" in Exhibit 99.1 attached hereto.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 25, 2025 BIOLARGO, INC. By: /s/ Dennis P. Calvert Dennis P. Calvert President and Chief Executive Officer