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 16, 2016
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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14921 Chestnut St., Westminster, CA |
92683 | |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (949) 643-9540
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(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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
2015 Unit Offering
On September 16, 2016, BioLargo, Inc. (the “Company”) closed its 2015 Unit Offering to further investments. The offering, dated January 15, 2015, offered “units” which consisted of a mandatorily convertible promissory note and Series A stock purchase warrant. The offering included five “pricing supplement” tranches through which the Company designated the amount of available investment for the particular tranche, the “unit” (conversion) price, and the warrant exercise price. An aggregate amount of $4,813,380 in subscriptions was received, as detailed in this table:
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Pricing Supplement |
Unit Price |
Subscriptions |
Warrant Exercise Price |
Warrants (shares) |
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No. 1 |
$ | 0.25 | $ | 460,000 | $ | 0.40 | 1,840,000 | |||||||||
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No. 2 |
$ | 0.25 | $ | 1,100,000 | $ | 0.40 | 4,400,000 | |||||||||
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No. 3 |
$ | 0.35 | $ | 1,546,713 | $ | 0.45 | 4,419,180 | |||||||||
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No. 4 |
$ | 0.35 | $ | 550,000 | $ | 0.45 | 1,571,429 | |||||||||
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No. 5 |
$ | 0.55 | $ | 1,156,667 | $ | 0.70 | 2,103,030 | |||||||||
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Grand Total |
$ | 4,813,380 | 14,333,639 | |||||||||||||
The convertible promissory notes bear interest at the rate of 12% per annum. Interest due has been paid quarterly in arrears in shares of common stock, at a conversion price equal to the average closing price of the Company’s common stock over the 20 trading days prior to the interest payment due date. At the June 1, 2018 maturity date, the principal amount of the notes may be paid by the issuance of shares of common stock, or cash, at the Company’s election. If paid in shares, the number of shares to be issued is calculated by dividing the principal amount invested by the unit price, as it is established at the time of the original investment by the pricing supplement through which the investment was made. Notes may be converted at any time by the investor, at maturity by the Company, or by the Company prior to maturity, so long as each of the following conditions are met: (i) the shares issued as payment are registered with the Securities and Exchange Commission, and (ii) the Company’s common stock closes for ten consecutive trading days at or above three times the Unit price.
In addition to the convertible promissory note, each investor received a “Series A Warrant” allowing for the purchase of the number of common shares equal to the investment amount divided by the unit price. The exercise price of each Series A Warrant is set forth in the pricing supplement and is noted in the above table. Each Series A Warrant expires June 1, 2020. The Company may “call” the Series A Warrants, requiring the investors to exercise the warrant within 30 calendar days or forever lose the rights to do so, if the following conditions have been met: (i) the underlying shares are registered with the Securities and Exchange Commission, and (ii) the Company’s common stock closes for ten consecutive trading days at or above two times the exercise price.
Of the $4,813,380 in notes issued, investors have converted an aggregate $326,667 into common stock, and thus as of the date of this Report, $4,486,713 principal amount of notes remain outstanding.
The offering was closed prior to full subscription pursuant to the Company’s discretion to close the offering at any time.
2016 Line of Credit
On September 17, 2016, the Company converted $250,000 of its June 2016 $300,000 secured line of credit into convertible promissory notes due September 17, 2019. The terms of the promissory notes are identical to the notes issued in the 2015 Unit Offering, other than the maturity date. As consideration for the conversion, each holder received an increase of 10% of the principal amount outstanding, and a Series A stock purchase warrant. In the aggregate, the Company issued $283,571 in notes, convertible at $0.55 per share, and warrants to purchase 515,585 shares at $0.70 per share. After the conversion, $50,000 remained outstanding on the 2016 line of credit.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press release dated September 19, 2016
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: September 19, 2016 |
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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 | ||||
Exhibit 99.1
BioLargo closes private offering and improves balance sheet on its march to commercialization
WESTMINSTER, CA—(September 19, 2016) - BioLargo, Inc. (OTCQB: BLGO) announced it had closed its 2015 Unit Offering to further investments. The company also reported that with the closing of this offering and the clearing of remaining funds, its cash balance will be just over $2,100,000.
Additionally, the company announced that it had converted $250,000 of outstanding debt owing under the terms of a $300,000 secured line of credit into mandatorily convertible debt and warrant structure on terms substantially equivalent to the company’s 2015 Unit Offering.
Dennis P. Calvert, President and CEO of BioLargo stated, “We are thankful for the support by our shareholders and investors as we advance our technology and commercial efforts. Our AOS Filter System continues to garner attention from an expanding audience of industry, public funding sources, and potential strategic partners. Since our technical symposium approximately one month ago, we are experiencing a swell of attention and interest in anticipation of our first commercial pilots planned in early 2017. We are also busy advancing the automation and optimization of the system as it moves from alpha to beta in preparation of its first commercial pilots, as well as developing more operations oriented staff. Sales from our Odor-No-More subsidiary continue to improve as we build out infrastructure to support an increased focus on sales, marketing and manufacturing. We are also working closely with new distributors and agents to expand sales of our CupriDyne Clean (www.cupridyne.com) industrial odor control product. At this time, our advanced wound care products in development remain on target for 510(k) application with the FDA in early 2017. This is a great time at BioLargo and our future is bright!”
The company reported the above information on Form 8-K (link here).
About BioLargo, Inc.
BioLargo, Inc. (BLGO) makes life better by delivering sustainable technology-based products that help solve some of the most widespread problems threatening the world's supply of water, food, agriculture, healthcare and energy. More information can be found about the company and its subsidiaries at www.BioLargo.com. Its subsidiary BioLargo Water, Inc. (www.BioLargoWater.com) showcases the Advanced Oxidation Systems, including its AOS Filter System -- a product in development specifically designed to eliminate common, troublesome, and dangerous (toxic) contaminants in water in a fraction of the time and cost of current technologies. It is the winner of the Technology Star award by New Technology Magazine for its breakthrough innovation for the oil industry and is named the Technology Innovation Leader in the water treatment market by Frost & Sullivan. 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 now being commercialized under a license to Clarion Water, Inc. BioLargo's subsidiary Odor-No-More Inc., features award-winning products serving the pet, equine, military supply and consumer markets, including the Nature's Best Solution® and Deodorall® brands (www.OdorNoMore.com). BioLargo's subsidiary Clyra Medical Technologies, Inc. (www.ClyraMedical.com) focuses on advanced wound care management.
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.
Contact:
Company Contact
Dennis Calvert
President and CEO
BioLargo, Inc.
949-643-9540 x2