UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2013
BioLargo, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-19709 |
65-0159115 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3500 W. Garry Avenue, Santa Ana, CA |
92704 | |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (949) 643-9540
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Item 8.01 Other Events.
Payment of Unpaid Salary by the Issuance of Stock and Options
On September 27, 2013, in an effort to preserve our cash and reduce outstanding payables, pursuant to a plan previously adopted by our Board, we offered to employees, board members, consultants and vendors the opportunity to convert outstanding payable amounts into either (i) an option to purchase common stock in lieu of cash payment at $0.30 cents a share, expiring ten years from the date of issuance, and containing “cashless” exercise provisions (each, an “Option”), or (ii) our common stock at $0.30 per share. As of the date of this Report, we reduced our outstanding payables by an aggregate $623,554, including unpaid salaries owed to our officers, fees owed to members of our board of directors, and payables owed to vendors.
Payment of Unpaid Officer Salaries
On September 30, 2013, we issued 965,660 shares of our common stock, at a conversion price of $0.30, to three of our executive officers, in lieu of $289,698 in accrued and unpaid salary and unreimbursed expenses. The stock issued to the executive officers is restricted from sale until the earlier of the termination of the executive’s employment, or the filing of a report of a “change in control” on Form 8-K.
Payment of Board Payables
On September 30, 2013, we issued Options to purchase 450,000 share of our common stock at an exercise price of $0.30 per share to certain non-employee members of our board of directors, in lieu of $90,000 in accrued and unpaid fees due for services on our board of directors.
Payment of Vendor and Consultant Payables
On September 27, 2013, we issued 135,826 shares of our common stock, at a conversion price of $0.2735 per share, to certain vendors and consultants, in lieu of $37,091 in accrued and unpaid amounts.
On September 30, 2013, we issued Options to purchase 1,033,825 shares of our common stock at an exercise price of $0.30 per share to certain vendors and consultants, in lieu of $206,765 in accrued and unpaid fees.
Press Release
On October 2, 2013, we issued a press release announcing the retirement of the accounts payables set forth herein, as well as announcing certain business developments. A copy of the press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
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99.9 |
Press release. |
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.
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Date: October 2, 2013 |
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BIOLARGO, INC. | |||||
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By: |
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/s/ Dennis P. Calvert | |||
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Dennis P. Calvert | ||||
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President and Chief Executive Officer | ||||
Ex. 99.9
BioLargo Reduces Liabilities by $623,554 and Advances its Water Treatment Technology
SANTA ANA, CA – BioLargo, Inc. (OTCQB: BLGO) today announced that it had reduced its accounts payable by $623,554 through the issuance of common stock, and options to purchase common stock, to its vendors, consultants, directors and officers. BioLargo’s president, Dennis Calvert, stated “This demonstrates confidence and commitment to our long term future and high expectations about our future commercial success and value creation.”
Mr. Calvert also reported, “Since forming our wholly owned subsidiary BioLargo Water, Inc. a few months ago, we have received comprehensive data that validates our core technical claims surrounding our Biolargo AOS Filter. The results are expected to publish in science journals and the data confirms that our technology achieves in minutes what competing technologies take more than five hours to accomplish. We know that speed equates to cost savings and that our very low power requirements distinguishes us from competitors. As a result of these exciting developments, we are refining our business targets, advancing our designs towards commercial readiness and initiating discussions with strategic alliance and investment partners. In addition, we look forward to sharing more information soon about our business advancements in both our consumer and medical products areas.”
About BioLargo, Inc.
We make life better by delivering technology-based products that help solve some of the world’s most important problems that threaten our water, food, agriculture, healthcare and energy. Our website is www.BioLargo.com. Our subsidiary Odor-No-More Inc., features award-winning products serving the pet, equine, and consumer markets, including the Nature’s Best Solution® and Deodorall® brands. (www.OdorNoMore.com). Our subsidiary Clyra Medical Technologies, Inc. (www.ClyraMedical.com), focuses on advanced wound care management and is preparing to make FDA 510(k) applications in early 2014. Our subsidiary BioLargo Water, Inc. (www.BioLargoWater.com), showcases our “advanced oxidation systems,” including its AOS filter, a product in development specifically designed to eliminate common, troublesome, and dangerous (toxic) contaminates in water in a fraction of the time of current technologies. BioLargo also owns a 50% interest in the Isan System, which was honored with a “Top 50 Water Company for the 21st Century” award by the Artemis Project.
Safe Harbor Statement
The statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, the risks and uncertainties included in BioLargo's current and future filings with the Securities and Exchange Commission, including those set forth in BioLargo’s Annual Report on Form 10-K for the year ended December 31, 2012.
Contact Information:
Dennis P. Calvert
President
949-643-9540