Note 1 - Business and Organization

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note

1.

Business and Organization

Description of Business

BioLargo, Inc. 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. The company also owns a minority interest  in an advanced wound care subsidiary that has licensed BioLargo Technologies and it plans to spin out or sell when the appropriate opportunity is identified.  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 year ended

December 31, 2019,

we had a net loss of

$11,440,000,

used

$4,422,000

cash in operations, and at

December 31, 2019,

we had a working capital deficit of

$3,289,000,

and current assets of

$1,065,000.

We do

not

believe gross profits will be sufficient to fund our current level of operations or pay our debt due prior to

December 31, 2020,

and will have to obtain further investment capital to continue to fund operations and seek to refinance our existing debt. We have been, and anticipate that we will continue to be, limited in terms of our capital resources. During the year ended

December 31, 2019,

we generated revenues of

$1,861,000

through

two

subsidiaries (Odor-

No

-More and BLEST – see Note

11,

“Business Segment Information”). Neither generated enough revenues to fund their operations, or fund our corporation operations or other business segments, and thus to continue to operate throughout

2019,

we conducted private securities offerings. During the year ended

December 31, 2019,

we received

$4,466,000

net proceeds from various private securities offerings, and ended the year with total cash and cash equivalents of

$655,000.

We intend to refinance or renegotiate the

$550,000

in debt obligations due in

August 2020;

the remainder of debt due in

2020

is convertible at maturity. Our cash position is insufficient to maintain our current level of operations and research/development, and thus we will be required to raise substantial additional capital to continue to fund our operations in calendar year

2020,

as well as our future business plans. We continue to raise money through private securities offerings and our LPC Purchase Agreement (see Notes

3

and

13

), and continue to negotiate for more financing from private and institutional investors.

No

assurance can be made of our success at raising money through private or public offerings.

The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, 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;

Odor-

No

-More, 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

97.5%

(see Note

10

) of BioLargo Engineering Science and Technologies, LLC, organized under the laws of the State of Tennessee in

2017

(“BLEST”). We also own

36%

of Clyra Medical Technologies, Inc. (“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

9

).