10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022.

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 000-19709

BIOLARGO, INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0159115
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14921 Chestnut St.

Westminster, CA 92683

(Address of principal executive offices)

(888) 400-2863

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	BLGO	OTC Markets (OTCQB)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒         No      ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     ☐	Accelerated filer ☐
Non-accelerated filer       ☒	Smaller reporting company  ☒
	Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares of the Registrant’s Common Stock outstanding as of May 13, 2022 was 262,684,267 shares.

BIOLARGO, INC.

FORM 10-Q

INDEX

Item 1	Financial Statements	3
Item 2	Management's Discussion and Analysis and Financial Condition and Results of Operations	22
Item 4	Controls and Procedures	31

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5	Other Information	33
Item 6	Exhibits	34
	Signatures	35
	Exhibit Index	34

i.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2022 AND DECEMBER 31, 2021

(in thousands, except for per share data)

	March 31, 2022 (Unaudited)			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	974		$	962
Accounts receivable, net of allowance		690			513
Inventories, net of allowance		270			241
Prepaid expenses and other current assets		114			85
Total current assets		2,048			1,801
Equipment and leasehold improvements, net of depreciation		90			61
Other non-current assets		99			69
Investment in South Korean joint venture		40			48
Right of use operating lease, net of amortization		421			453
Clyra Medical prepaid marketing (Note 8)		591			591
Total assets	$	3,289		$	3,023
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued expenses	$	672		$	559
Clyra Medical accounts payable and accrued expenses (Note 8)		204			230
Debt obligations, net of discount and amortization (Note 4)		174			314
Deferred revenue		—			89
Customer deposits		91			79
Lease liability		103			103
Total current liabilities		1,244			1,374
Long-term liabilities:
Debt obligations (Note 4)		150			180
Clyra Medical debt obligations (Note 8)		177			187
Lease liability		318			349
Total long-term liabilities		645			716
Total liabilities		1,889			2,090
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY :
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at March 31, 2022 and December 31, 2021		—			—
Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 262,684,267 and 255,893,726 Shares Issued, at March 31, 2022 and December 31, 2021		176			171
Additional paid-in capital		145,205			143,718
Accumulated deficit		(140,773	)		(139,121	)
Accumulated other comprehensive loss		(123	)		(115	)
Total BioLargo Inc. and subsidiaries stockholders’ equity		4,485			4,653
Non-controlling interest (Notes 8)		(3,085	)		(3,720	)
Total stockholders’ equity		1,400			933
Total liabilities and stockholders’ equity	$	3,289		$	3,023

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(in thousands, except for share and per share data)

(unaudited)

	MARCH 31, 2022			MARCH 31, 2021
Revenue
Product revenue	$	610		$	444
Service revenue		355			127
Total revenue		965			571
Cost of revenue
Cost of goods sold		(293	)		(237	)
Cost of service		(151	)		(102	)
Total cost of revenue		(444	)		(339	)
Gross profit		521			232
Operating expenses:
Selling, general and administrative expenses		1,839			1,763
Research and development		392			327
Total operating expenses		2,231			2,090
Operating loss		(1,710	)		(1,858	)
Other income (expense):
Grant income		5			30
PPP loan forgiveness		174			43
Interest expense		(13	)		(93	)
Total other income (expense)		166			(20	)
Net loss		(1,544	)		(1,878	)
Net income (loss) attributable to noncontrolling interest		108			(247	)
Net loss attributable to common shareholders	$	(1,652	)	$	(1,631	)
Net loss per share attributable to common stockholders:
Loss per share attributable to shareholders – basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding:		260,805,418			233,733,015
Comprehensive loss attributable to common shareholders
Net loss	$	(1,544	)	$	(1,878	)
Foreign translation adjustment		(8	)		(2	)
Comprehensive loss		(1,552	)		(1,880	)
Comprehensive income (loss) attributable to noncontrolling interest		108			(247	)
Comprehensive loss attributable to shareholders	$	(1,660	)	$	(1,633	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

BIOLARGO, NC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(in thousands, except for share data)

(unaudited)

	Common stock				Additional paid-in			Accumulated			Accumulated other comprehensive			Non- controlling			Total stockholders’
	Shares		Amount		capital			deficit			Loss			interest			equity (deficit)
Balance, December 31, 2021		255,893,726	$	171	$	143,718		$	(139,121	)	$	(115	)	$	(3,720	)	$	933
Sale of common stock for cash		6,703,789		4		1,198			—			—			—			1,202
Issuance of common stock for service		86,752		—		17			—			—			—			17
Stock option compensation expense		—		—		660			—			—			—			660
Clyra Medical stock option expense		—		—		141			—			—			—			141
Noncontrolling interest allocation		—		—		(528	)		—			—			528			—
Net loss		—		—		—			(1,652	)		—			108			(1,544	)
Foreign currency translation		—		—		—			—			(8	)		—			(8	)
Balance, March 31, 2022		262,684,267	$	176	$	145,205		$	(140,773	)	$	(123	)	$	(3,085	)	$	1,400

	Common stock				Additional paid-in			Accumulated			Accumulated other comprehensive			Non- controlling			Total stockholders’
	Shares		Amount		capital			deficit			Loss			interest			equity (deficit)
Balance, December 31, 2020		225,885,682	$	151	$	135,849		$	(132,041	)	$	(101	)	$	(4,093	)	$	(235	)
Sale of common stock for cash		13,330,619		9		2,097			—			—			—			2,106
Issuance of common stock for service		747,487		1		110			—			—			—			111
Stock option compensation expense		—		—		424			—			—			—			424
Warrant and conversion feature issued as discount on convertible note payable		—		—		35			—			—			—			35
Clyra Medical stock option expense		—		—		161			—			—			—			161
Clyra Medical securities offering		—		—		—			—			—			50			50
Allocation of noncontrolling interest from Clyra Stock option issuance		—		—		(313	)		—			—			313			—
Net loss		—		—		—			(1,631	)		—			(247	)		(1,878	)
Foreign currency translation		—		—		—			—			(2	)		—			(2	)
Balance, March 31, 2021		239,963,788	$	161	$	138,363		$	(133,672	)	$	(103	)	$	(3,977	)	$	772

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

BIOLARGO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(in thousands, except for per share data)

(unaudited)

	MARCH 31, 2022			MARCH 31, 2021
Cash flows from operating activities
Net loss	$	(1,544	)	$	(1,878	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation expense		801			585
Common stock issued in lieu of salary to officers and fees for services from vendors		17			111
Interest expense related to amortization of the discount on convertible notes payable and line of credit		4			46
PPP loan forgiveness		(174	)		(43	)
Loss on investment in South Korean joint venture		8			10
Bad debt expense		—			1
Depreciation expense		2			7
Changes in assets and liabilities:
Accounts receivable		(178	)		206
Inventories		(29	)		36
Deferred revenue		(89	)		(4	)
Accounts payable and accrued expenses		114			(98	)
Clyra Medical accounts payable and accrued expenses		(25	)		130
Prepaid expenses and other current assets		(59	)		(34	)
Customer deposits		12			80
Net cash used in operating activities		(1,140	)		(845	)
Cash flows from investing activities
Purchase of equipment		(32	)		(10	)
Net cash used in investing activities		(32	)		(10	)
Cash flows from financing activities
Proceeds from sales of common stock		1,202			2,106
Proceeds from the sale of stock in Clyra Medical		—			50
Payment of debt obligations		—			(650	)
Payment of Clyra Medical debt obligations		(10	)		(24	)
Net cash provided by financing activities		1,192			1,482
Net effect of foreign currency translation		(8	)		(2	)
Net change in cash		12			625
Cash at beginning of year		962			716
Cash at end of period	$	974		$	1,341
Supplemental disclosures of cash flow information
Cash paid for:
Interest	$	7		$	26
Income taxes	$	—		$	—
Non-cash investing and financing activities
Fair value of warrants issued with convertible notes	$	—		$	35
Conversion of intercompany receivable to Clyra shares (Note 8)	$	633,000		$	—
Allocation of noncontrolling interest	$	528		$	313

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 and a cleaner earth. The company also owns a majority interest in a medical products subsidiary that has licensed BioLargo’s technologies.  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 three months ended March 31, 2022, we had a net loss of $1,544,000, used $1,140,000 cash in operations, and at March 31, 2022, we had working capital of $804,000, and current assets of $2,048,000. During the three months ended March 31, 2022, we generated revenues of $965,000. (See Note 9.)  Only one of our subsidiaries – ONM Environmental – generated positive operating income. None of our other operational subsidiaries did so.

We do not believe gross profits in the year ended December 31, 2022, will be sufficient to fund our current level of operations, and therefore believe we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital, and private sales of our securities. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

If we are unable to rely on our current arrangement with Lincoln Park to continue to fund our working capital requirements, we will have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to 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; ONM Environmental, 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 89% of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017. We also own 58% of Clyra Medical Technologies, Inc. (“Clyra” or “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 8).

The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule 8-03 of Regulation S-X under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022.

7

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2. Summary of Significant Accounting Policies

In the opinion of management, the accompanying balance sheet and related statements of operations, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated.

Foreign Currency

The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.

As of March 31, 2022 and December 31, 2021, our cash balances were made up of the following (in thousands):

	March 31, 2022		December 31, 2021
BioLargo, Inc. and subsidiaries	$	951	$	941
Clyra Medical Technologies, Inc.		23		21
Total	$	974	$	962

Accounts Receivable

Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of  March 31, 2022 was $12,000 and December 31, 2021, was $13,000.

8

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Credit Concentration

We have a limited number of customers that account for significant portions of our revenue. During the three months ended March 31, 2022 and 2020, the following customers accounted for more than 10% of consolidated revenues:

	March 31, 2022			March 31, 2021
Customer A		29	%	<10		%
Customer B		14	%	<10		%
Customer C	<10		%		39	%
Customer D	<10		%		16	%
Customer E	<10		%		13	%
Customer F	<10		%		12	%

We had two customers that each accounted for more than 10% of consolidated accounts receivable at March 31, 2022, and two customers at December 31, 2021, as follows:

	March 31, 2022			December 31, 2021
Customer D		29	%	<10		%
Customer E		24	%	<10		%
Customer F	<10		%		32	%
Customer G	<10		%		12	%

Inventory

Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of  March 31, 2022, and December 31, 2021, was $3,000. Inventories consisted of (in thousands):

	March 31, 2022		December 31, 2021
Raw material	$	129	$	108
Finished goods		141		133
Total	$	270	$	241

Other Assets

Other non-current assets consisted of (i) security deposits of $35,000 related to our business offices, and (ii) three patents for $34,000, and contract assets related to ongoing projects of our BLEST subsidiary totaling $29,000.

Equity Method of Accounting

On March 20, 2020, we invested $100,000 into a South Korean entity (Odin Co. Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co. Ltd. and its U.S. subsidiary, Tomorrow Water. We received a 40% non-dilutive equity interest, and BKT and Tomorrow Water each received 30% equity interests for an aggregate $150,000 investment.

We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. During the three months ended March 31, 2022 and March 31, 2021 the joint venture incurred a loss and our 40% ownership share reduced our investment interest by $8,000 and $10,000, respectively.

9

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Impairment

Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three months ended March 31, 2022 and 2021, management determined that there was no impairment of its long-lived assets, including its patents.

Nevertheless, for the year ended December 31, 2021, management determined that there was an impairment expense related to the sale back to Scion Solutions, LLC (“Scion’) of certain intellectual property, recorded on our balance sheet as “In-Process Research and Development” and an impairment of Clyra’s prepaid marketing.  Total impairment expense for 2021 was $342,000.

Earnings (Loss) Per Share

We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the three months ended March 31, 2022 and 2021, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others.

The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.

Share-Based Compensation Expense

We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.

For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.

The following methodology and assumptions were used to calculate share-based compensation for the three months ended March 31, 2022 and 2021:

	2022						2021
	Non Plan			2018 Plan			Non Plan			2018 Plan
Risk free interest rate		2.32	%		2.32	%		1.73	%	0.93	–	1.73%
Expected volatility		117	%		117	%		124	%		124%
Expected dividend yield		—			—			—			—
Forfeiture rate		—			—			—			—
Life in years		10			10			10			10

Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.

10

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.

Warrants

Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Non-Cash Transactions

We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered, or product is received.

Revenue Recognition

We account for revenue in accordance with ASC 606, “revenue from Contacts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

We have revenue from four subsidiaries, ONM, BLEST, BioLargo Water, and Clyra. ONM, BioLargo Water, and Clyra identify its contract with the customer through a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the order for its goods are shipped if its agreement with the customer is FOB manufacturer, and when goods are delivered to its customer if its agreement with the customer is FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. ONM also installs misting systems for which it bills on a time and materials basis. It identifies its contract with the customer through a written purchase order in which the details of the time to be billed and materials purchased and an estimated completion date. The performance obligation is the completion of the installation, and at that time revenue is recognized.

11

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. BLEST’s contracts typically call for invoicing for time and materials incurred for that contract. A few contracts have called for milestone or fixed cost payments, where BLEST invoices an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. We recognized $118,000 in the three months ended March 31, 2022, from contracts, of which $89,000 had a deferred liability balance as of December 31, 2021. As of March 31, 2022, we have a contract receivable totaling $29,000, recorded in other assets on our balance sheet. To date, there have been no discounts or other financing terms for the contracts.

In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.

Government Grants

We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over 80 grants totaling over $3.7 million. Some of the funds from these grants are given directly to third parties (such as the University of Alberta or a third-party research scientist) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support a majority, but not all, of the related research budget costs. This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.

The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”).  Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date.  If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized.  Management believes there are no unrecognized tax benefits or uncertain tax positions as of March 31, 2022, and December 31, 2021.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of March 31, 2022. Accordingly, a valuation allowance was recorded against the net deferred tax asset.

The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

12

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of March 31, 2022 and December 31, 2021, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.

Tax Credits

Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.

Leases

We adopted ASU 2016-12 using the effective date option. Upon the transition to the ASC 842, the Company elected to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of March 31, 2022, the right of use assets on our balance sheet related to our operating leases totals $421,000.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financials if and when future convertible securities are issued. This Update does not affect the Company’s current financial statements.

In January 2020, the FASB issued Accounting Standards Update No 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. This Update relates to the Company’s equity method of accounting and the potential interactions between the measurement alternative in Topic 321 and the equity method of accounting in Topic 323 and that diverse views have emerged about the application of the measurement alternative and the equity method of accounting since the adoption of Update 2016-01. The measurement alternative is the ability to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. Paragraph 321-10-35-2, as amended, states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Management adopted the updates, and after evaluation, did not make any modifications to the financial statements.

13

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 3. Sale of Stock for Cash

Lincoln Park Financing

During the three months ended March 31, 2022 and 2021, we sold 1,506,821 and 12,455,619 shares to Lincoln Park, and in exchange received $346,000 and $2,001,000 in gross and net proceeds, respectively.

2020 Unit Offering

During the three months ended March 31, 2022, pursuant to an offering commenced in May 2020, we sold 5,196,968 shares of our common stock and received $856,000 in gross and net proceeds from eleven accredited investors. In addition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in 2020 Unit Offering”).

During the three months ended March 31, 2021, pursuant to an offering commenced in May 2020, we sold 875,000 shares of our common stock and received $105,000 in gross and net proceeds from three accredited investors. Inaddition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in 2020 Unit Offering”).

Note 4. Debt Obligations

The following table summarizes our debt obligations outstanding as of March 31, 2022, and December 31, 2021 (in thousands). The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 8, “Debt Obligations of Clyra Medical”).

	March 31, 2022 (Unaudited, in thousands)			December 31, 2021 (in thousands)
Current portion of debt:
SBA Paycheck Protection Program loans, mature April 2022		140		$	314
Convertible note payable, matures March 1, 2023	$	50			—
Debt discount, net of amortization		(16	)		—
Total current portion of debt	$	174		$	314
Long-term debt:
SBA EIDL Loan, matures July 2050		150			150
Convertible note payable, matures March 1, 2023	$	—			50
Debt discount, net of amortization		—			(20	)
Total long-term portion of debt	$	150		$	180
Total	$	324		$	494

For the three months ended March 31, 2022 and 2021, we recorded $4,000 and $93,000, respectively, of interest expense related to the amortization of discounts on convertible notes payable, coupon interest from our convertible notes and line of credit.

The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Form 10-K filed March 30, 2022.

SBA Program Loans

In  April 2020, our subsidiaries ONM Environmental, BLEST and Clyra Medical received $218,000, $96,000 and $43,000, respectively, in loans pursuant to the Small Business Association’s (“SBA”) Paycheck Protection Program (“PPP”). The loans mature two years from the inception date (although any payments due are deferred once a forgiveness application has been filed), and incur interest at 1%. Management believes that it has fully complied with the terms of forgiveness as set forth by the SBA, and each subsidiary has filed forgiveness applications.  On February 7, 2022, we received notice that the SBA had partially approved ONM Environmental's application for forgiveness of its PPP loan in the amount of $174,000; ONM has appealed and provided additional documentation to support forgiveness of the remaining $44,000. The forgiveness application of BLEST remains pending. On March 19, 2021, we received notice that the SBA had approved the application for forgiveness Clyra’s PPP loan.

14

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5. Share-Based Compensation

Issuance of Common Stock in exchange for payment of payables

Payment of Officer Salaries

No shares were issued as payment of officer salary in the three month period March 31, 2022.

On March 31, 2021, we issued 137,364 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid salary to our officers.

Payment of Consultant Fees

On March 31, 2022, we issued 86,752 shares of our common stock at $0.23 per share in lieu of $17,000 of accrued and unpaid obligations to consultants.

On March 31, 2021, we issued 610,123 shares of our common stock at $0.23 per share in lieu of $80,000 of accrued and unpaid obligations to consultants.

Stock Option Expense

During the three months ended March 31, 2022 and 2021, we recorded an aggregate $660,000 and $424,000, in selling general and administrative expense related to the issuance of stock options. We issued options through our 2018 Equity Incentive Plan, our now expired 2007 Equity Incentive Plan, and outside of these plans. See Note 8 for information on stock option expense for options issued by subsidiary Clyra Medical.

2018 Equity Incentive Plan

On June 22, 2018, our stockholders adopted the BioLargo 2018 Equity Incentive Plan (“2018 Plan”) as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years. Our Board of Director’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The plan authorizes the following types of awards: (i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards. The total number of shares reserved and available for awards pursuant to this Plan as of the date of adoption of this 2018 Plan by the Board is 40 million shares. The number of shares available to be issued under the 2018 Plan increases automatically each January 1^st by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.

Activity for our stock options under the 2018 Plan for the three months ended March 31, 2022 and 2021, is as follows:

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			Price per share				share		Value(1)
Balance, December 31, 2021		23,186,142			$0.16	–	0.40	$	0.19
Granted		2,621,229			0.12	–	0.23		0.23
Expired		—				—			—
Balance, March 31, 2022		25,807,371			$0.22	–	0.40	$	0.19
Non-vested		(4,742,688	)		0.17	–	0.40		0.22
Vested, March 31, 2022		21,064,683			$0.16	–	0.40	$	0.19	$	1,015,000
Balance, December 31, 2020		18,865,525			$0.16	–	0.40	$	0.19
Granted		1,217,670			0.12	–	0.23		0.19
Expired		—				—			—
Balance, March 31, 2021		20,083,195			$0.12	–	0.40	$	0.20

(1) Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

15

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The options granted to purchase 2,621,229 shares during the three months ended March 31, 2022 were issued to officers, board of directors, employees and consultants: (i) we issued options to purchase 39,848 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to our CFO and President to replace options that had expired; (ii) we issued options to purchase 444,092 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $96,000; (iii) we issued options to purchase 1,690,257 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date of $0.23 per share; the fair value of employee retention plan options totaled $362,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase 447,032 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $97,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

The options granted to purchase 1,217,670 shares during the three months ended March 31, 2021 were issued to an officer, board of directors, employees and consultants: (i) we issued options to purchase 300,000 shares of our common stock at an exercise price on the respective grant date of $0.17 per share to our CFO; (ii) we issued options to purchase 296,704 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $65,000 and is recorded as selling, general and administrative expenses; (iii) we issued options to purchase 407,713 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date of $0.23 per share; the fair value of employee retention plan options totaled $89,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase 213,253 shares of our common stock to consultants and employees in lieu of cash for unpaid obligations totaling $37,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

2007 Equity Incentive Plan

On September 7, 2007, and as amended April 29, 2011, the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) was adopted as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years, which expired on September 7, 2017. The Board’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. As of September 2017, the Plan was closed to further stock option grants.

Activity for our stock options under the 2007 Plan for the three months ended March 31, 2022 and 2021 is as follows:

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			price per share				share		Value(1)
Balance, December 31, 2021		2,879,246			$0.23	–	0.94	$	0.49
Expired		—				—			—
Balance, March 31, 2022		2,879,246			$0.23	–	0.94	$	0.49	$	—
Balance, December 31, 2020		5,689,363			$0.23	–	0.94	$	0.44
Expired		(920,000	)		0.45	–	0.50		0.49
Balance, March 31, 2021		4,769,363			$0.23	–	0.94	$	0.43

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

16

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Non-Plan Options issued

During the three months ended March 31, 2022, we issued an option to purchase 32,609 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $7,000 and is recorded in our selling, general and administrative expense.

During the three months ended March 31, 2021, we issued an option to purchase 43,956 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $10,000 and is recorded in our selling, general and administrative expense.

Activity of our non-plan stock options issued for the three months ended March 31, 2022 and 2021 is as follows:

								Weighted
	Non-plan							average		Aggregate
	Options			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		20,119,207			$0.12	–	0.83	$	0.38
Granted		32,609				0.23			0.23
Balance, March 31, 2022		20,151,816			$0.12	–	0.83	$	0.39
Non-vested		(1,206,986	)		0.23	–	0.45		0.44
Vested, March 31, 2022		18,944,830			$0.12	–	0.83	$	0.38	$	130,000
Balance, December 31, 2020		20,749,583			$0.17	–	1.00	$	0.41
Granted		43,956				0.23			0.23
Balance, March 31, 2021		20,793,539			$0.17	–	1.00	$	0.41

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

Note 6. Warrants

We issued warrants to purchase our common stock, at various prices for the three months ended March 31, 2022 and 2021, is as follows:

								Exercise		Aggregate
	Warrants			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		36,765,502			$0.16	–	1.00	$	0.27
Issued		10,393,936			0.20	–	0.25		0.22
Expired		(388,889	)			0.22			0.22
Balance, March 31, 2022		46,770,549			$0.14	–	1.00	$	0.26	$	342,000
Balance, December 31, 2020		32,980,989			$0.16	–	1.00	$	0.29
Issued		1,975,000			0.14	–	0.18		0.16
Expired		(746,528	)		0.19	–	0.22		0.20
Balance, March 31, 2021		34,209,461			$0.14	–	1.00	$	0.29

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

17

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Warrants issued in 2020 Unit Offering

During the three months ended March 31, 2022, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 5,196,968 shares of our common stock at $0.21 per share, and five-year stock purchase warrants to purchase an aggregate 5,196,968 shares of our common stock at $0.25 per share.

During the three months ended March 31, 2021, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 875,000 shares of our common stock at $0.14 per share, and five-year stock purchase warrants to purchase an aggregate 875,000 shares of our common stock at $0.18 per share.

Fair Value – Interest Expense

To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement, management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows:

	March 31, 2022			March 31, 2021
Risk free interest rate		—	%			0.71%
Expected volatility		—	%			100%
Expected dividend yield		—				—
Forfeiture rate		—				—
Expected life in years		—			.5	-	5

The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock. The expected life in years is based on the contract term of the warrant.

Note 7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included the following (in thousands):

	March 31, 2021		December 31, 2020
Accounts payable and accrued expense	$	461	$	349
Accrued interest		25		25
Accrued payroll		186		185
Total accounts payable and accrued expenses	$	672	$	559

Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 8, “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

Note 8. Noncontrolling Interest – Clyra Medical

We consolidate the operations of our partially owned subsidiary Clyra Medical, of which we owned 58% of its outstanding shares as of March 31, 2022.

BioLargo and its partially owned subsidiary Clyra Medical entered into an agreement dated  March 3, 2022, whereby BioLargo agreed to convert $633,000 in working capital advances, made to or on behalf of Clyra Medical, into 2,042 shares of Clyra Medical common stock at a rate of $310 per share.

18

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Debt Obligations of Clyra Medical

Inventory Line of Credit

On  June 30, 2020, Clyra Medical entered into a Revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC committed to provide a $1,000,000 inventory line of credit. Clyra Medical received $260,000 in draws and made repayments totaling $83,000. As of  March 31, 2022, the balance outstanding on this line of credit totals $177,000. Funds from the line of credit must be used to produce inventory. Additional draws are conditional upon the presentation of invoices or purchase orders to the lender equal to the greater of one-half of principal outstanding on the line of credit, and $200,000. The line of credit note earns interest at 15%, matures on June 30, 2022, and requires Clyra pay interest and principal from gross product sales. Clyra is required to pay 60% of gross product sales to reduce amounts owed on the line of credit. Clyra issued Vernal Bay 323 shares of its common stock as a commitment fee for the line of credit, valued at $70,000. A security agreement of the same date grants Vernal Bay a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code. Clyra  may prepay the note at any time.

Clyra Medical other asset

On  December 30, 2015, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to Clyra related to its sales and marketing activities, and in exchange receive $23,000 per month for a period of four years. On  June 30, 2020, at Clyra’s request, Beach House Consulting agreed to accept 3,639 shares of Clyra common stock, in lieu of cash, as full prepayment of the consulting fee. The obligation to provide the consulting services is dependent on Clyra generating an average of $250,000 in monthly sales over three consecutive months, which has not been met. The value of the shares issued to Beach House were higher but the asset was impaired in 2021, the asset totals $591,000 and is recorded as a non-current asset on our balance sheet.

Clyra Medical Equity transactions

As of March 31, 2022, Clyra Medical had the following common shares outstanding:

Shareholder	Shares		Percent
BioLargo, Inc.		51,249		58	%
Sanatio Capital		18,704		21	%
Other		19,118		21	%
Total		89,071

Sales of Common Shares

There were no sales of Clyra shares during the three months ended March 31, 2022.

During the three months ended March 31, 2021, Clyra raised $50,000 at $310 per Clyra share.

Stock Options

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. As of December 31, 2021, the Company had issued options to purchase 14,004 shares of Clyra stock. During the three months ended March 31, 2022 and 2021, Clyra issued options to purchase 648 and 777 shares of its common stock. Each option issued has an exercise price of $1.00 per share, are vested upon issuance and an expiration date 10 years from the date of grant. The fair value of the options issued in in the three months ended March 31, 2022 and 2021 totaled $141,000 and $161,000. We used the Black-Scholes model to calculate the initial fair value, assuming a stock price on date of grant of $310 per share. Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30%. We also used a risk-free rate of 2.32%, a volatility of 40% and an expected life of 10 years.

Clyra Accounts Payable and Accrued Expenses

Clyra had the following accounts payable and accrued expenses as follows:

	March 31, 2022		December 31, 2021
Accounts payable and accrued expense	$	201	$	149
Accrued interest		—		51
Accrued payroll		3		30
Total Clyra Medical accounts payable and accrued expenses	$	204	$	230

19

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 9. Business Segment Information

BioLargo currently has four operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc. The four operational business segments are:

1. ONM Environmental -- which sells odor and volatile organic control products and services (located in Westminster, California);

2. Clyra Medical Technologies (“Clyra Medical”) -- which develops and sells medical products based on our technologies;

3. BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations as needed (located in Oak Ridge, Tennessee); and

4. BioLargo Water (“Water”) -- which historically focused entirely on R&D, and has now shifted its focus to commercializing the AOS technology (located in Edmonton, Alberta Canada).

Historically, none of our operating business units have operated at a profit and therefore each required additional cash to meet its monthly expenses. The additional sources of the cash to fund the shortfall from operations of ONM, BLEST and BioLargo Water have been provided by BioLargo’s sales of debt or equity, research grants, and tax credits. Clyra Medical has been funded by third party investors who invest directly in Clyra Medical in exchange for equity ownership in that entity.

The segment information for the three months ended March 31, 2022 and 2021, is as follows (in thousands):

March 31, 2022	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	2		$	600		$	10		$	545		$	—		$	(192	)	$	965
Intersegment revenue		(2	)		(2	)		—			(188	)		—			192			—
Research and development		(265	)		—			(16	)		(108	)		(197	)		194			(392	)
Operating income (loss)		(1,220	)		13			(240	)		(35	)		(228	)		—			(1,710	)
Grant income		—			—			—			—			5			—			5
Interest expense		(6	)		—			(7	)		—			—			—			(13	)
Net income (loss)		(1,226	)		187			(247	)		(35	)		(223	)		—			(1,544	)

March 31, 2021	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	7		$	320		$	115		$	388		$	8		$	(267	)	$	571
Intersegment revenue		(7	)		—			—			(260	)		—			267			—
Research and development		(336	)		—			(2	)		(105	)		(119	)		260			(327	)
Operating loss		(923	)		(176	)		(439	)		(183	)		(137	)		—			(1,858	)
Grant income		—			—			—			—			30			—			30
Interest expense		(55	)		—			(38	)		—			—			—			(93	)
Net loss		(978	)		(176	)		(434	)		(183	)		(107	)		—			(1,878	)

As of March 31, 2022	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	788	$	590	$	817	$	502	$	177	$	(46	)	$	2,828
Right of use		200		—		—		221		—		—			421
Investment in South Korean joint venture		40		—		—		—		—		—			40
Total	$	1,028	$	590	$	817	$	723	$	177	$	(46	)	$	3,289

As of December 31, 2021	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	690	$	451	$	832	$	445	$	152	$	(47	)	$	2,522
Right of use		222		—		—		231		—		—			453
Investment in South Korean joint venture		48		—		—		—		—		—			48
Total		960		451		832		676		152		(47	)	$	3,023

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 10. Commitments and Contingencies

Office Leases

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the three months ended March 31, 2022 and 2021, rental expense was $63,000 and $56,000, respectively.  As of March 31, 2022, our weighted average remaining lease term is four years and the total remaining operating lease payments is $670,000.

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. On  January 1, 2019, we adopted ASC 842 which resulted in a right-of-use asset and lease liability. Short-term leases are not included in our analysis. The adoption resulted in an immaterial cumulative effect of an accounting change that was not recorded.  The lease of our Westminster facility expires August 2024. It is too early for management to determine if it will exercise its option to extend the lease four years, therefore the four-year extension is not included in the analysis. The lease of our Oak Ridge, Tennessee facility also qualifies, and it had one three-year extension to  September 2022, and has one renewal option for another five years where the rental rate would adjust to greater of the current price and fair market value. Management determined that it will exercise the five-year renewal option for the Oak Ridge facility. The lease of our Canadian facility is less than one year. None of our leases have additional terms related to the payments or mechanics of the lease. The leases have no additional payment terms such as common area maintenance payments, tax sharing payments or other allocable expenses. Likewise, the leases do not contain other terms and conditions of use, such as variable lease payments, residual value guaranties or other restrictive financial terms. Since there is no explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18% to determine lease liability.

Note 11. Subsequent Events.

Management has evaluated subsequent events through the date of the filing of this report and management noted the following for disclosure.

Unit Offering Investments

On April 19, 2022, we sold 3,723,077 shares of our common stock to four investors and received $726,000 in gross and net proceeds. Each investor received two stock purchase warrants: (i) a warrant expiring six months after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.234 per share, and (ii) a warrant expiring five years after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.2925 per share.

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Item 2.                  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC. These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement. BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of March 31, 2022, unless expressly stated otherwise, and we undertake no duty to update this information.

As used in this report, “we” and “Company” refers to (i) BioLargo, Inc., a Delaware corporation; (ii) its wholly-owned subsidiaries BioLargo Life Technologies, Inc., a California corporation, ONM Environmental, Inc., a California corporation, BioLargo Development Corp., a California corporation, and BioLargo Water Investment Group, Inc., a California corporation, and its wholly owned Canadian subsidiary BioLargo Water, Inc. (iii) its majority-owned subsidiary BioLargo Engineering, Science & Technologies, LLC, a Tennessee limited liability company; and (iv) Clyra Medical Technologies, Inc. (“Clyra”), a partially owned subsidiary.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this report.

Our Business - Innovator and Solution Provider

BioLargo, Inc. invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination, advanced water and wastewater treatment, industrial odor and VOC control, air quality control, infection control, and myriad environmental remediation challenges. Having conducted continual and extensive research and development, BioLargo holds a wide array of issued patents, maintains a robust pipeline of products, and provides full-service environmental engineering. We invent or acquire novel technologies and develop them to maturity through our operating subsidiaries using cutting-edge scientific and engineering methodologies. With a keen emphasis on partnerships with academic, government, and commercial organizations and associations, BioLargo has proven itself by executing on challenging environmental engineering projects, demonstrating its powerful technologies through pilots, trials, and early commercial adoption, publishing high-impact academic and industry publications, and winning over 90 grants. We monetize our innovations through direct sales and recurring service contracts, as well as through channel partnerships, meaning licensing agreements, exclusive and non-exclusive distribution agreements, brand development partnerships, sale referral partnerships, strategic joint venture formation, and/or the sale of the IP. Channel partnerships allow us to extend the commercial reach of our products and services disproportionately to our core infrastructure and staffing.

The past year held a shift in focus at BioLargo toward the development and commercial execution of several key business initiatives with the potential to generate significant organizational and revenue growth for the company. Three of these projects in particular represent the dominant catalysts for near-term monetization of our core technologies and engineering services: 1) the advancement of our PFAS removal system (the AEC, or “Aqueous Electrostatic Concentrator”) toward commercial trials with a Southern California municipal water agency and a federal government agency, 2) the design, manufacture, pre-trial testing, and preparation for field trials with first customers of a novel “minimal liquid discharge” wastewater treatment system in partnership with Garratt-Callahan, the largest privately held water treatment company in America with more than 100 years history, and 3) the manufacture and successful launch of a new pet odor control product based on BioLargo’s intellectual property launched by our partners at Ikigai Marketing Works, LLC, a venture aimed at building a national pet odor-control brand with distribution through big-box retailers to position for sale of the brand to a multi-national consumer products company. Additionally, our engineering services division has begun the initial phase of a large capital project in the cleantech and environmental technologies space - a waste-to-energy conversion plant in South America (see Waste-to-Energy Conversion Plant Project below).

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Three main factors differentiate this past year from the years that preceded it for BioLargo. First, we have built our credibility as cleantech technology innovators and environmental engineering service providers to the point where industry stakeholders, clients, and prospective partners rightfully view us as an effective and reliable means to solve their challenges. This has resulted in what we believe will continue advancing to become high-revenue and profit generating projects with channel partners such as Garratt-Callahan and Ikigai. This “critical mass” of credibility as a cleantech solutions provider is a result of our investments in our talented team of engineers and scientists with a track record of executing complex engineering projects, and our history of developing creative and powerful new technologies. Secondly, our core patented water treatment technologies, the BioLargo Advanced Oxidation System (AOS) and Aqueous Electrostatic Concentrator (AEC), have now been demonstrated in successful pilot projects, either on-site at a prospective client’s facility, or in-house with client-provided contaminated waters. Both of these technologies are now primed for commercialization and monetization. Third, our multi-year effort to remove debt from our balance sheet has almost concluded, with only one $50,000 fixed-price convertible note due in 2023 remaining, along with covid-related low-interest U.S. Small Business Administration loans (not including debt owed by our partially owned subsidiary Clyra Medical Technologies).

In the first quarter of 2022, our subsidiary ONM Environmental generated net operating income of $187,000, as compared with a net operating loss in the first quarter of 2021 of $176,000, and our engineering subsidiary reduced its operating loss from $183,000 in the first quarter of 2021, to only $35,000 in this most recent quarter. Several factors contributed to this: 1) each subsidiary benefited from significant organic growth of contracts within its main target market, 2) both executed some larger projects as compared to prior experience, and 3) in the case of ONM Environmental, license royalties on products based on our intellectual property began to generate a larger amount of revenue. Of the Company’s other two subsidiaries, Clyra Medical Technologies is presently working to raise capital to support the marketing and sales of its newly launched Bioclynse product, and BioLargo Water is working to land the first commercial accounts for its innovative low-energy water treatment technology the BioLargo AOS. After years of investing heavily in research and development of our patented cleantech technologies (roughly $1.5 million in 2021 alone), we are at a turning point where our core assets are either seeing early fruits of commercialization or are now ready for monetization.

Formula for Success: Technology, Talent and Purpose

Technology

BioLargo has continually advanced its robust portfolio of technologies since the first acquisition of early iterations of the BioLargo technology in the spring of 2007. Our innovations have primarily been developed through our internal resources, and some through acquisition. These include patents, patents pending, and trade secrets that include solutions for:

● Water decontamination, including:

o Removal of per- and poly-fluoroalkyl substances (PFAS) from drinking and ground water

o Micropollutant destruction and removal

o Legionella detection and water treatment solutions

● Air quality controls and systems including odor and VOC control

● Mineral processing

● Infection control

● Wound management

● Disinfection

Talent

We have steadily grown our team to 31 team members and numerous other part-time consultants, including highly qualified PhDs, engineers, MDs and medical professionals, construction professionals, field service technicians, innovators, sales marketing specialists, entrepreneurial and executive leadership.

Purpose

Our mission to make life better drives us to serve others with integrity, knowledge, technology, and solutions that protect the environment, improve quality of life, and protect lives. All our technologies were developed from the ground-up to be sustainable, practical solutions to significant global challenges. We are unique in our ability to tailor our offerings to serve our customers with proven expertise, proven technology and, if needed, we often have the ability to develop new technical solutions to meet our customer’s needs.

Combating the PFAS Forever-Chemical  Crisis – the AEC

One of the most significant and timely innovations in our portfolio is our PFAS removal and collection/disposal solution we call the Aqueous Electrostatic Concentrator (AEC). Our engineers developed and are now preparing to commercialize the AEC, which is a novel water treatment system that removes per- and poly-fluoroalkyl substances (PFAS) from water at a fraction of the operating cost and generating only a fraction of the PFAS-laden waste of the most common currently used solutions (carbon filtration, ion exchange, and reverse osmosis). PFAS chemicals have been linked to cancer, immune disorders, liver dysfunction, and many other human health problems, and are contained in a vast range of manufactured goods, common household products (e.g., cleaning products, cookware), and electronics, and contaminate drinking water in unsafe levels all over the globe.

PFAS is often referred to as the “contaminant of the decade”, and as such, it is considered a multi-billion dollar commercial market opportunity. The White House has named the PFAS crisis as a top policy agenda item and the EPA has and will continue to tighten the regulatory requirements to mitigate and manage and limit human exposure to PFAS, all of which will continue to push the market to find and adopt commercially viable solutions. Notably, some emerging regulations on PFAS in the U.S. are expected to skew the market toward seeking treatment technologies that produce as little PFAS-laden solid waste as possible, a favorable trend for our AEC that generates very little PFAS-laden waste. Detection of unsafe levels of PFAS around the world has given rise to a number of market opportunities, including in drinking water, industrial wastewater, municipal wastewater, solid waste, organic foods and more. 

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We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water including performance testing that shows “non-detect” levels of removal. We have recently demonstrated more than six months of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time. We have also successfully demonstrated that the AEC is scalable and functional to a commercial scale and that our engineering team has the experience and proven experience to successfully deliver commercial systems to meet the needs of a commercial installation and sale. Our team has a history of successful execution in the environmental remediation industry and the knowhow to successfully commercialize the AEC.

Equipped with a comprehensive set of data, including removal of PFAS chemicals to “non-detect” levels utilizing client-provided contaminated water, we have expanded our initial marketing of the AEC over the past six months and, through that process, have created a prospective list of commercial opportunities and projects that has provided critical affirmation for our value proposition for the customer market. The process has allowed us to learn from our prospective customers how to tailor our offering to best meet their needs, while at the same time it has created an ever-expanding list of commercial prospects that exceeds $90 million in total revenue potential, subject to our ability to stage in this level of growth. While these potential customers are considering other competing solutions (like carbon filtration, ion exchange and reverse osmosis systems), each of which have serious negative features, they are actively seeking an alternative like our AEC. Although we are highly encouraged and working to turn these prospective customers into clients, we are still at the early stage of the commercial process on each.

We are also currently negotiating with three channel partners and a number of prospective industrial customers to contract for revenue-generating projects to treat their PFAS.  Having completed our initial testing of client water (to “non-detect” levels) from a leading water district in southern California, we are working on a proposal to proceed with a commercial field trial. We are preparing a comprehensive plan for review with the agency to be delivered in the near future.

ONM Environmental – Industrial Odor and VOC Solutions

ONM Environmental, Inc. is BioLargo’s subsidiary that delivers robust and comprehensive products and services to control and mitigate odor and volatile organic compounds (“VOCs”) emitted from a variety of industrial activities, including landfills and other waste handling facilities. Its flagship product, CupriDyne® Clean, reduces and eliminates tough odors and VOCs in various industrial settings. CupriDyne Clean is delivered through misting systems, sprayers, water trucks and similar water delivery systems designed, manufactured and installed by ONM. We believe the product is the number-one performing odor-control product in the market, and that it offers substantial savings to our customers compared with competing products. In response to customer demand for expanded services, ONM Environmental now holds General, Electrical, Plumbing and Low Voltage contractor licenses issued by the California Contractors State License Board, and offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries. These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems). 

ONM Environmental offers a deodorizing and sanitizing technology, called EcoMist®, that can be installed directly onto waste collection vehicles and automatically sprays odor control products and/or sanitizer into refuse bins or dumpsters during the waste collection process. EcoMist® is an “out-of-the-box” product, allowing customers to install the system themselves, and will thus not require a significant investment in logistics and servicing to support sales. ONM Environmental is focusing on selling the product to its current customers and garbage truck manufacturers.

We have been and expect to continue selling product to the largest solid waste handling companies in the country, with a portion of chemistry product sales resulting from national purchasing agreements (NPAs) with large waste handling companies. ONM Environmental also is currently servicing an exclusive three-year supply contract with a large municipality in Southern California for the delivery of CupriDyne Clean, which will provide a steady source of chemistry supply revenue for the company over the next three years.

In addition to growing its revenues organically through the sale of odor and VOC control chemistry and air quality control systems to its primary market segment (municipal solid waste handling in California), ONM Environmental aims to accelerate its growth through development of new sales and distribution channels. Some of these, including our partnership with Ikigai Marketing Works, LLC (see Consumer Products below) and our joint venture with BKT Co. Ltd. in South Korea (see South Korean Joint Venture) are already actively advancing toward their end-goal, which is to foster new distribution opportunities for our patented odor and VOC control chemistry without being limited by our own sales and distribution infrastructure. Additional new opportunities for distribution channels are presently being developed, including in new vertical market segments such as pulp and paper, wastewater, oil and gas, construction, and the auto industry, as well as in new geographical markets including South and Central America. Company management will provide more information on each of these emerging partnerships as they each become finalized.

Consumer Private-Label Products

Ikigai Marketing Works, LLC, which was founded by accomplished industry executives from the consumer-packaged goods industry who have executed successful launches of at least five blockbuster products, has licensed from us a CupriDyne-based household pet odor removal product and a laundry additive for pet related odors. After development of television commercials and a successful test marketing campaign, they have begun a national advertising campaign, and plan to launch the products in major retailers in the United States (e.g., Walmart, Target, etc.). Initial sales volume for the product has exceeded early expectations.

South Korean Joint Venture

On February 12, 2020, we executed a “Joint Venture Framework Agreement” with a leading wastewater treatment solution provider based in South Korea (BKT Co. Ltd., “BKT”), to create a South Korean entity that would manufacture odor and VOC control products based on our CupriDyne Clean products. We own 40% of the joint venture. Although the joint venture established manufacturing and is marketing the product, the COVID-19 pandemic significantly impacted the expected growth of the company, and continues to do so as the country of South Korea continues implementing measures to reduce infections. Management at Odin reports that while initial sales have required extraordinary efforts, continued testing and trial success has reinforced its confidence in continued expansion of sales for the future.

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Full Service Environmental Engineering

Our subsidiary BioLargo Engineering, Science & Technologies, LLC (“BLEST”) offers full service environmental engineering to third parties and provides engineering support services to our internal teams to accelerate the commercialization of our technologies. Its website is found at www.BioLargoEngineering.com.

BLEST focuses its efforts in three areas:

● providing engineering services to third-party clients;

● supporting internal product development and business units’ services to customers (e.g., the AOS); and

● advancing their own technical innovations such as the AEC PFAS treatment technology

The subsidiary is located in Oak Ridge (a suburb of Knoxville, Tennessee), and employs a group of scientists and engineers who collectively worked together for almost 30 years and experience in diverse engineering fields. The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm. The other team members are also former employees of CB&I and Shaw. The team is highly experienced across multiple industries and they are considered experts in their respective fields, including chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management & testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design & permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities. The engineering team also has developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed, from time to time.

In association with Garratt-Callahan, a national industrial water treatment company, BLEST is developing a “minimal liquid discharge” wastewater treatment system based on Garratt-Callahan proprietary technology that would industrial wastewater discharge and therefore reduce wastewater discharge fees for customers. Garratt-Callahan is currently preparing to launch the MLD system to its customers. BLEST will serve as the manufacturing partner and Garratt Callahan will serve as the selling distributor to leverage their national sales force and over one hundred years of providing services and products to customers. BioLargo’s engineers finished building the first full-scale prototype of this new technology and tested it with Garratt-Callahan client provided water, with Garratt-Callahan technical staff present on-site at BLEST’s facility. In this “factory acceptance” testing, the system removed over 98% of the target contaminants from water provided by a Garratt-Callahan client in continuous operation, in line with results achieved by Garratt-Callahan’s original bench-scale and batch processing tests. This factory acceptance testing was a necessary step before commercial trials with Garratt-Callahan customers can begin. The first customer has already been identified, and initially the plan was to conduct an on-site field trial for that customer. Now, in collaboration with the technical team at Garratt-Callahan, we are recommending that a field trial is not required given the level of validation that has been done. We are working on contractual agreements to move the project forward to first sales.

Waste-to-Energy Conversion Plant Project

In April, our engineering subsidiary (BLEST) was hired to conduct a comprehensive project plan (i.e., “feasibility”) study by a Southern California based sustainable energy services company intending to build a waste-to-energy conversion plant in South America. The site of the proposed conversion plant is approximately 296 acres, where it is planned to process over two million tons of municipal solid waste annually. A feasibility study is typically the first step in the design process for a new project of this size, and will address multiple fundamental factors that will influence the design and operation of the anticipated facility, including technology options, rough costs to construct and operate, environmental impacts, and rough equipment sizing. The feasibility study would then inform and facilitate the development of a design basis document, then conceptual design, and ultimately the front-end engineering design. It is important to note that the term feasibility as used in this context does not involve any sort of technology trials to determine if they are workable, rather the comprehensive plan being prepared is to assist the developer in proper planning, permitting, budgeting for a very large project. Thus far, BioLargo’s engineers have been contracted on the feasibility study only, but expect to be involved in subsequent phases should the project move forward as planned. ONM Environmental was critical in bringing this project to the company and will work with BioLargo’s engineers to execute this project. ONM Environmental brings to the table a team with extensive expertise surrounding the design and operation of waste handling facilities, and BLEST brings a team of veteran engineers with decades of experience designing and integrating complex projects as well as specific expertise in the area of waste-to-energy conversion.

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BioLargo Water and the Advanced Oxidation System – AOS

BioLargo Water is our wholly owned subsidiary located in Edmonton, Alberta, Canada, that developed and is commercializing our Advanced Oxidation water treatment system (AOS). The AOS is our patented water treatment device that generates highly oxidative and energetic species of iodine and other molecules which allow it to rapidly and effectively eliminate pathogenic organisms and organic contaminants as water passes through the device. The key value proposition of the AOS is its ability to reduce or eliminate a wide variety of waterborne contaminants with high performance while using very little electricity and input chemicals. This is made possible by the highly oxidative iodine compounds and reactive oxygen species generated within the AOS reactor as well as the unique and proprietary physical constitution and geometry of the reactor. Our proof-of-concept studies and on-site pilot projects have generated results that project the AOS will be more cost- and energy-efficient than commonly used advanced water treatment technologies such as UV, electro-chlorination, and ozonation. Furthermore, our technology has been proven capable of removing hard-to-treat organic micropollutants such as pharmaceuticals from water more quickly and energy-efficiently than other technologies. Together, these characteristics make the AOS an economical and versatile tool to enable wastewater treatment and reuse in the face of emerging water contaminants and increasing regulatory scrutiny on industrial wastewater discharge. The capabilities of the AOS as a sustainable water treatment technology have been the subject of several high-impact academic papers in scientific journals. The company pursues a policy of publishing about the technology in academic journals as much as possible in order to promote transparency about the technology’s safety and efficacy while also contributing to the field of advanced water treatment science.

BioLargo’s AOS water treatment technology has completed several pre-commercial demonstration pilots, including one at a poultry farm in Alberta, one at a microbrewery in Southern California, and another in Southern California where stormwater was treated by the AOS. It has an ongoing pilot near Montreal to treat municipal wastewater. It is our belief that once these pre-commercial pilots have concluded with the AOS, our ability to entice major water industry players to partner with BioLargo Water to accelerate market adoption of the AOS will be increased dramatically. Our team in Canada is in discussions with potential early adopters in the agriculture space, and has secured significant provincial and federal grant funding to help defray the cost of a first commercial project.

In the first quarter of 2022, BioLargo Water received a grant from Next Generation Manufacturing Canada (NGen) to support the company’s collaboration with a specialized electrical component designer to assist in optimizing the electrical performance of the AOS with the ultimate goal of maximizing the lifespan of the AOS’ components.

Municipal Wastewater Treatment Pilot – Montreal

Our commercial-scale AOS demonstration pilot (run in partnership with acclaimed water experts at the Centre des Technologies de L’Eau) at a municipal wastewater treatment plant near Montreal, Quebec, is ongoing and providing important data that shows the AOS is removing five target pharmaceuticals from the wastewater faster and using less electricity than the ultraviolet disinfections system used in the facility. Notably, the pilot project also showed that the AOS was able to also remove total coliforms (bacteria) from the municipal wastewater more effectively than the UV disinfection system currently in use at the facility.

Recently, BioLargo Water was awarded a grant from the government of Canada’s Natural Sciences and Engineering Research Council (NSERC) that allowed for the extension of the pilot project to allow for use of a new, higher flow-rate AOS system, as well as the installation of an AEC system at the pilot to assess its removal of PFAS chemicals from the municipality’s wastewater.  

Clyra Medical Technologies

Clyra Medical Technologies, Inc. is our partially owned subsidiary creating medical products based on our technology. It is launching a product to be used by surgeons generally, with a first target market aimed toward orthopedic surgeons for use as a wound irrigation solution and to help manage patient care and outcomes. Clyra has secured its first two hospital customers for the product, established a robust quality control system for FDA compliance, recruited a national director of sales, and is negotiating with three separate channel partners to form a commercial alliance. Its other product designs are on hold until such time as it is able to secure the capital and resources to complete any final development and support additional inventory, technical support and sales for these products. In March 2022, Clyra and BioLargo finalized an agreement with Scion Solutions, LLC, whereby the intellectual property (primarily, the SkinDisc) acquired in September 2018 was returned to Scion, and in exchange Scion forgave the outstanding principal and interest due on the promissory note owed by Clyra with an outstanding principal amount of $1,007,000, returned all its shares of Clyra common stock, and its two principals forgave $305,000 in accounts payable owed to them. In addition to the SkinDisc intellectual property, Scion received 2,000,000 of the 5,000,000 shares it had earned from the September 2018 sale of SkinDisc to Clyra/BioLargo. There are channel partnerships in development for Clyra’s BioClynse product in three separate healthcare markets.

Conclusion

In the past quarter, our company:

● grew its revenues significantly, with consolidated revenue growing 69% over the same period in 2021, to $965,000. ONM Environmental was profitable, and BLEST came just shy of profitability

● continued to demonstrate the commercial viability of our cleantech products and services through organic growth leading to increased revenue

● improved its financial condition by through increasing cash flow from revenues, adding to the improved balance sheet resulting from dramatic reduction in debt over the past year

● advanced the commercialization of its technology assets in target markets through channel partnerships that are either already in place and executing, or are currently developing

BioLargo has advanced its technologies and infrastructure to achieve a critical mass to capitalize on its commercial efforts and have a positive impact around the world with clean water, clean air, and infection control solutions. The company presents a scalable business model that targets high-impact cleantech market opportunities. We leverage our considerable scientific, engineering, and entrepreneurial talent to monetize our technologies and ensure high-quality customer service and increased revenue potential. We seek to unlock the value of our portfolio of disruptive technologies to advance our mission to “make life better” and continue creating shareholder value.

26

Results of Operations

We operate our business in distinct business segments:

● ONM Environmental, which manufactures and sells our odor and VOC control products and services for sale by itself and third parties through private labels;

● BLEST, our professional engineering services division, advancing innovations like the AEC to remove PFAS contaminants from water, serving outside clients on a fee for service basis, and supporting our internal business units;

● Clyra Medical, our partially owned subsidiary which develops and sells medical products based on our technology;

● BioLargo Water, our Canadian division that has been historically pure research and development, and is now transitioning to focus on commercializing our AOS system; and

● Our corporate operations, which support the operating segments with legal, accounting, human resources, and other services.

Consolidated revenue for the three months ended March 31, 2022, was $965,000, which is a 69% increase over the same period in 2021. Our service revenue increased 180%, while revenue from product sales and related services increased by 37%. Our product revenue includes sales of our CupriDyne Clean industrial odor control product, and sales of private-label products based on our CupriDyne formula.

ONM Environmental

Our wholly-owned subsidiary ONM Environmental generates revenues through (i) sales of our flagship product CupriDyne Clean, including related design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and (ii) sale of private-label products to third parties.

Revenue (ONM Environmental)

ONM Environmental’s revenues for the three months ended March 31, 2022, were $598,000, an increase of $278,000 or 87% from the same period in 2021. The increase in revenues was due to an increase in the volume of sales of private label odor-control products, and an increase in license royalties. Because ONM Environmental has no control over the marketing and sales activity or levels of its private-label clients, it cannot predict sales volumes related to these clients in future periods. One client has indicated it intends to continue to increase the number of products it is purchasing from ONM Environmental in future periods.

Cost of Goods Sold (ONM Environmental)

ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of depreciation, salaries and expenses related to the manufacturing and installation of its products. As a percentage of revenue, ONM Environmental’s costs of goods increased 6% in 2022, to 51%, compared to the same period in 2021. The increase in cost of goods is due to lower margins in the private-label products, and increases in raw material costs.

Selling, General and Administrative Expense (ONM Environmental)

ONM Environmental’s selling, general and administrative expenses decreased by 8% ($26,000) during the three months ended March 31, 2022, as compared with the same period in 2021. These expenses decreased due to a reduction of sales and support staff. We expect these expenses to remain consistent in the year ending December 31, 2022.

Operating Income (Loss) (ONM Environmental)

ONM Environmental generated $598,000 in revenue, a gross margin of $309,000, and had total costs and expenses of $292,000, resulting in operating income of $13,000, compared with an operating loss of $176,000 for the three months ended March 31, 2021. Provided that its private-label clients continue to purchase product, we expect this trend to continue.

27

BLEST (engineering division)

Revenue (BLEST)

Our engineering segment (BLEST) generated $355,000 of revenue from third parties in the three months ended March 31, 2022, compared to $128,000 in 2021, representing a 177% increase from the prior year. The increase is due to completion of projects within our budgeted amount, an increased number of client contracts, and the recognition of $119,000 of deferred revenue for ongoing projects that had achieved certain completion milestones.

In addition to providing service to third party clients, BLEST provides services to BioLargo and its subsidiaries for internal BioLargo projects. These services are billed internally, are considered intersegment revenue, and are eliminated in the consolidation of our financial statements. In the three months ended March 31, 2022, it totaled $188,000, primarily used to further engineer and develop our flagship AOS water filtration system and our AEC PFAS treatment system. In addition, BLEST engineers are performing a critical role in the AOS pilot projects, some of which are supported by third-party research grants and has been instrumental in developing and supporting a professional engineered design service for misting systems being sold by our ONM operating unit.

Cost of Goods (Services) Sold (BLEST)

BLEST’s cost of services includes employee labor as well as subcontracted labor costs. In the three months ended March 31, 2022, its cost of services were 42% of its revenues, versus 82% in 2021. This decrease is due to recognition of deferred revenue, and contracts with better margins. Without the recognition of deferred revenue, its cost of services were 63% of revenues.  We expect the cost of services to increase in 2022 based on the contracts currently in progress.

Selling, General and Administrative Expense (BLEST)

BLEST's SG&A expenses were $134,000 in the three months ended March 31, 2022, compared to $100,000 in the same period in 2021. We expect these expenses to remain flat in 2022; increases in engineering staff are included in cost of services.

Operating Loss (BLEST)

BLEST generated $357,000 in revenue from third parties, a gross margin of $207,000, and had total costs and expenses of $242,000, resulting in an operating loss of $35,000, compared with an operating loss of $183,000 in 2021.

BLEST provides substantial support to BioLargo’s other operations, including BioLargo Water and Odor-No-More. While we are unable to record revenues generated from services by the engineering group to other BioLargo operating divisions for important project such as the development of the AOS and AEC technologies, it is important to note that its net loss would be eliminated if it were selling these services to a third party at fair market value.

Because the subsidiary had a net loss, we invested cash during the year to allow it to maintain operations. BLEST’s need for a cash subsidy to support its operations has decreased over time. We expect that in 2022 its sales and thus its gross profit will continue to increase. Our goal for this operation is that it produces a profit and contributes to corporate overhead in a significant way, although predicting when that will happen given the uncertainties in the market, and our limited resources, is difficult.

Selling, General and Administrative Expense – consolidated

Our Selling, General and Administrative expense (“SG&A”) include both cash (for example, salaries to employees) and non-cash (for example, stock option compensation expense) expenses. Our consolidated SG&A increased in the aggregate by 4% ($75,000) in the three months ended March 31, 2022, to $1,839,000. Our non-cash expenses (through the issuance of stock and stock options) were relatively flat 2022 compared with 2021 ($818,000 compared to $696,000). The largest components of our SG&A expenses included (in thousands):

	Three months ended March 31, 2022 (in thousands, unaudited)		Three months ended March 31, 2021 (in thousands, unaudited)
Salaries and payroll related	$	809	$	731
Professional fees		149		168
Consulting		316		404
Office expense		310		282
Board of director expense		111		65
Sales and marketing		59		78
Investor relations		85		35

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Research and Development

In the three months ended March 31, 2022, we spent $392,000 in the research and development of our technologies and products. This was an increase of 20% (+$65,000) compared to 2021.

Interest expense

Our interest expense for the three months ended March 31, 2022, was $13,000, a decrease of 86% compared with 2021. The significant decrease in interest expense is related to the significant decrease of our debt obligations and a reduction of debt issued during 2022 versus 2021. Of our total interest expense in 2022, $7,000 was paid in cash, and the remainder, comprised primarily of non-cash debt discounts related to warrants issued in conjunction with debt instruments being amortized over the life of the debt instrument; for the three months ended March 31, 2022, non-cash interest expense totaled $4,000.

Our outstanding debt as of March 31, 2022, was lower than as of December 31, 2021. We expect our interest expense in the year ending December 31, 2022, to be in line with the prior year, provided we do not issue debt with attached warrants during the remainder of the year. Additionally, we record the relative fair value of the warrants and the intrinsic value of the beneficial conversion feature sold with the convertible notes payable which typically results in a full discount on the proceeds from the convertible notes. This discount is amortized as interest expense over the term of the convertible notes. We also are currently selling units of common stock and warrants instead of using convertible debt for financing our working capital needs, which if continued, will continue to reduce our ongoing interest expense as compared with prior years.

Other Income

ONM Environmental’s total net income of $187,000 for the three months ended March 31, 2022, includes a one-time recognition of $174,000 in income attributed to the cancellation (forgiveness) of a portion of its Paycheck Protection Program (“PPP”) loan.

Primarily through our wholly owned Canadian subsidiary, we have been awarded more than 80 research grants over the years from various public and private agencies, including the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP), the National Science and Engineering Research Council of Canada (NSERC), and the Metropolitan Water District of Southern California’s Innovative Conservation Program “ICP”. The research grants received are considered reimbursement grants related to costs we incur and therefore are included as Other Income. The amount of grant income decreased $25,000 in the three months ended March 31, 2022, to $5,000.  Grant funds paid directly to third parties are not included as income in our financial statements.

Although we are continuing to apply for government and industry grants, and indications from the various grant agencies is highly encouraging, we cannot be certain of continuing those successes in the future. We are very active in both the US and Canada, pursuing grant support for various uses of our products.

Net Loss

Net loss for the three months ended March 31, 2022, was $1,544,000 a loss of $0.01 per share, compared to a net loss for the three months ended March 31, 2021, of $1,878,000 a loss of $0.01 per share. Our net loss this year declined primarily because of an increase in sales, a reduction of interest expense, and the ONM Environmental’s recognition $174,000 in income attributed to the cancellation (forgiveness) of a portion of a Paycheck Protection Program loan.

The net income (loss) per business segment is as follows (in thousands):

Net income (loss)	Three months ended March 31, 2022 (in thousands, unaudited)			Three months ended March 31, 2021 (in thousands, unaudited)
ONM Environmental	$	187		$	(176	)
BLEST		(35	)		(183	)
Clyra Medical		(247	)		(434	)
BioLargo Water		(223	)		(107	)
BioLargo corporate		(1,226	)		(978	)
Consolidated net loss	$	(1,544	)	$	(1,878	)

In the three months ended March 31, 2022, approximately 53% of our net loss was due to non-cash expenses, including $4,000 in interest expense, $801,000 of stock option compensation expense, and $17,000 of services paid by the issuance of stock options.

In the three months ended March 31, 2021, approximately 46% of our net loss was due to non-cash expenses, including $464,000 in interest expense, $585,000 of stock option compensation expense, and $111,000 of services paid by the issuance of common stock.

29

We believe that ONM Environmental and BLEST (engineering) can achieve net income and positive cash flow from operations in the future, although predicting when that will happen is difficult given numerous uncertainties in the market, our limited capital resources, and our lack of history achieving current results. We expect the Company to continue to incur a aggregate net loss on a consolidated basis for the foreseeable future, even if these two subsidiaries show net income rather than a net loss. 

Liquidity and Capital Resources

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 three months ended March 31, 2022, we had a net loss of $1,544,000, used $1,140,000 cash in operations, and at March 31, 2022, we had working capital of $804,000, and current assets of $2,048,000. During the three months ended March 31, 2022, we generated revenues of $965,000. (See Note 9.)  Only one of our subsidiaries – ONM Environmental – generated positive operating income. None of our other operational subsidiaries did so.

We do not believe gross profits in the year ended December 31, 2022, will be sufficient to fund our current level of operations, and therefore believe we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital, and private sales of our securities. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we will have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to 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.

Critical Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of offerings of debt with equity or derivative features which include the valuation of the warrant component, any beneficial conversion feature and potential derivative treatment, and share-based payments. We base our estimates on anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.

Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Form 10-K filed with the SEC on March 31, 2022, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the Form 10-K, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting policies and estimates since the filing of the Company’s Form 10-K on March 31, 2022.

Item 4.         Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended – the “Exchange Act”) as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

30

Our procedures have been designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. However, our Company is continuing to grow and evolve, as our product and services sales continues to grow, and as we diversify our clients to include municipalities, increasing strain on our accounting systems. These activities put stress on our overall controls and procedures. As our operations do not yet generate enough cash to fund operations, and we rely on financing activities to maintain our level of operations and fund our anticipated growth, we do not yet have the ability to implement the more sophisticated control systems used by larger companies. Although we have made some improvements, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, due to the material weakness identified below.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our chief executive officer and the chief financial officer, we have established internal control procedures in accordance with the guidelines established in the 2013 Framework —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management evaluated the effectiveness of our internal controls, and concluded that due to our limited financial and personal resources, the fact that we operate our business in three distinct locations in the U.S. and Canada, and the lack of sophisticated reporting systems, we continue to have a material weakness in our internal controls with respect to the closing our financial statements. Until the company has the financial resources to implement more robust automated systems, or to hire additional dedicated accounting personal, we expect this material weakness to continue.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

31

PART II

OTHER INFORMATION

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

The following is a report of the sales of unregistered securities during the period covered by this report not previously reported in an annual report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K.

On April 19, 2022, we sold 3,723,077 shares of our common stock to four investors and received $726,000 in gross and net proceeds. Each investor received two stock purchase warrants: (i) a warrant expiring six months after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.234 per share, and (ii) a warrant expiring five years after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.925 per share.

All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.

Item 5.         Other Information

None.

32

Item 6.         Exhibits

See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.

Exhibit Index

		Incorporated by Reference Herein
Exhibit Number	Exhibit Description	Form	File Date
3.1	Bylaws of BioLargo, Inc., as amended and restated	Form 10-KSB	5/23/2003
3.2	Amended and Restated Certificate of Incorporation for BioLargo, Inc. filed March 16, 2007	Form 10-KSB	5/4/2007
3.3	Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018	Pos Am	6/22/2018
3.4	Amended and Restated Articles of Incorporation of Clyra Medical Technologies, Inc.	Form 8-K	1/6/2016
4.1	BioLargo, Inc. 2007 Equity Incentive Plan	Form 10-QSB	11/19/2007
4.2	Amendment No. 1 to BioLargo 2007 Equity Incentive Plan	Def 14C (Exhibit A)	5/2/2011
4.3	2018 Equity Incentive Plan	Form S-8	6/22/2018
4.4	Stock Option Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.5	Notice of Stock Option Grant under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.6	Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.7	Notice of Restricted Stock Unit Award under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.8	Form of Stock Options issued in exchange for reduction in accounts payable.	Form 10-K	3/31/2015
4.9	Promissory note issued by Clyra Medical to Scion Solutions dated September 26, 2018	Form 8-K	10/2/2018
4.10	Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020
4.11	Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020
4.12	Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020	Form 8-K	7/7/2020
4.13	Stock Purchase Agreement and Plan of Reorganziation dated September 26, 2018, with Scion Solutions, LLC	Form 8-K	10/2/2018
4.14	Warrant issued in unit offerings	Form 10-Q	8/14/2020
4.15	Amendment to $50,000 Convertible Note dated March 8, 2018	Form 10-K	3/30/2021
4.16	Warrant issued to $50,000 Convertible Noteholder on March 1, 2020	Form 10-K	3/30/2021
10.1	License Agreement to Clyra Medical Technologies, Inc., dated December 17, 2012	Form 8-K	1/6/2016
10.2	December 30, 2015 amendment to License Agreement with Clyra Medical Technologies, Inc.	Form 8-K	1/6/2016
10.3	Escrow Agreement dated September 26, 2018 regarding Clyra/Scion transaction	Form 8-K	10/2/2018
10.4	Closing Agreement dated December 17, 2018 between Clyra Medical and Scion Solutions	Form 8-K	12/19/2018
10.5	Amendment dated June 30, 2020 to License Agreement with Clyra Medical Technologies, Inc.	Form 8-K	7/7/2020
10.6	Amendment dated June 30, 2020 to Consulting Agreement dated December 30, 2015 between Clyra Medical and Beach House Consulting LLC	Form 8-K	7/7/2020
10.7	Consulting Agreement dated December 30, 2015 with Beach House Consulting LLC	Form 8-K	1/6/2016
10.8	Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683	Form 8-K	8/24/2016
10.9	Commercial Office Lease Agreement for Oak Ridge Tennessee	Form 8-K	9/8/2017
10.10	Purchase Agreement, dated as of March 30, 2020 by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC.	Form 8-K	3/31/2020
10.11†	2021 Engagement Extension Agreement with CFO	Form 8-K	3/19/2021
10.12	Agreement dated March 1, 2022, by and between Scion Solutions, LLC, Clyra Medical Technologies, Inc., and BioLargo, Inc.	Form 8-K	3/3/2022
10.13	Agreement dated March 1, 2022, by and between Clyra Medical Technologies, Inc., and BioLargo, Inc.	Form 8-K	3/3/2022
10.14†	2022 Engagement Extension Agreement with CFO	Form 8-K	3/24/2022
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
32.1*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS**	Inline XBRL Instance
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definition
101.LAB**	Inline XBRL Taxonomy Extension Labels
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan, contract or arrangement

33

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 thereunto duly authorized.

	BIOLARGO, INC.
Date: May 16, 2022	By: /s/ DENNIS P. CALVERT
	Dennis P. Calvert   Chief Executive Officer
Date: May 16, 2022	By: /s/ CHARLES K. DARGAN, II
	Chief Financial Officer

34

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dennis P. Calvert, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BioLargo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	By:	/s/ DENNIS P. CALVERT
		Dennis P. Calvert
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles K. Dargan II, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BioLargo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	By:	/s/ CHARLES K. DARGAN II
		Charles K. Dargan II
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis P. Calvert, Chief Executive Officer of BioLargo, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that the Quarterly Report of BioLargo, Inc. on Form 10-Q for the quarter ended March 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioLargo, Inc.

Dated: May 16, 2022	By:	/s/ DENNIS P. CALVERT
		Dennis P. Calvert
		President and Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to BioLargo, Inc. and will be retained by BioLargo, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

I, Charles K. Dargan II, Chief Financial Officer of BioLargo, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that the Quarterly Report of BioLargo, Inc. on Form 10-Q for the quarter ended March 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioLargo, Inc.

Dated: May 16, 2022	By:	/s/ CHARLES K. DARGAN II
		Charles K. Dargan II
		Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to BioLargo, Inc. and will be retained by BioLargo, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information [Line Items]
Entity Central Index Key	0000880242
Entity Registrant Name	BIOLARGO, INC.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	000-19709
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	65-0159115
Entity Address, Address Line One	14921 Chestnut St.
Entity Address, City or Town	Westminster
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92683
City Area Code	888
Local Phone Number	400-2863
Title of 12(b) Security	Common stock
Trading Symbol	BLGO
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		262,684,267

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Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 974,000	$ 962,000
Accounts receivable, net of allowance	690,000	513,000
Inventories, net of allowance	270,000	241,000
Prepaid expenses and other current assets	114,000	85,000
Total current assets	2,048,000	1,801,000
Equipment and leasehold improvements, net of depreciation	90,000	61,000
Other non-current assets	99,000	69,000
Investment in South Korean joint venture	40,000	48,000
Right of use operating lease, net of amortization	421,000	453,000
Clyra Medical prepaid marketing (Note 8)	591,000	591,000
Total assets	3,289,000	3,023,000
Current liabilities:
Debt obligations, net of discount and amortization (Note 4)	174,000	314,000
Deferred revenue	0	89,000
Customer deposits	91,000	79,000
Lease liability	103,000	103,000
Total current liabilities	1,244,000	1,374,000
Long-term liabilities:
Long-term debt, noncurrent	150,000	180,000
Lease liability	318,000	349,000
Total long-term liabilities	645,000	716,000
Total liabilities	1,889,000	2,090,000
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY :
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at March 31, 2022 and December 31, 2021	0	0
Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 262,684,267 and 255,893,726 Shares Issued, at March 31, 2022 and December 31, 2021	176,000	171,000
Additional paid-in capital	145,205,000	143,718,000
Accumulated deficit	(140,773,000)	(139,121,000)
Accumulated other comprehensive loss	(123,000)	(115,000)
Total BioLargo Inc. and subsidiaries stockholders’ equity	4,485,000	4,653,000
Non-controlling interest (Notes 8)	(3,085,000)	(3,720,000)
Total stockholders’ equity	1,400,000	933,000
Total liabilities and stockholders’ equity	3,289,000	3,023,000
Entities, Excluding Partially Owned Subsidiary [Member]
Current liabilities:
Accounts payable and accrued expenses	672,000	559,000
Long-term liabilities:
Long-term debt, noncurrent	150,000	180,000
Partially Owned Subsidiary [Member]
Current liabilities:
Accounts payable and accrued expenses	204,000	230,000
Long-term liabilities:
Long-term debt, noncurrent	$ 177,000	$ 187,000

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Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Convertible Preferred Stock, Par Value (in dollars per share)	$ 0.00067	$ 0.00067
Convertible Preferred Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Convertible Preferred Stock, Shares Issued (in shares)	0	0
Convertible Preferred Stock, Shares Outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.00067	$ 0.00067
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	262,684,267	255,893,726

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Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer, Including Assessed Tax	$ 965,000	$ 571,000
Cost of revenue
Cost of Goods and Services Sold	(444,000)	(339,000)
Gross profit	521,000	232,000
Operating expenses:
Selling, general and administrative expenses	1,839,000	1,763,000
Research and development	392,000	327,000
Total operating expenses	2,231,000	2,090,000
Operating loss	(1,710,000)	(1,858,000)
Other income (expense):
Grant income	5,000	30,000
PPP loan forgiveness	174,000	43,000
Interest expense	(13,000)	(93,000)
Total other income (expense)	166,000	(20,000)
Net loss	(1,544,000)	(1,878,000)
Net income (loss) attributable to noncontrolling interest	108,000	(247,000)
Net loss attributable to common shareholders	$ (1,652,000)	$ (1,631,000)
Net loss per share attributable to common stockholders:
Loss per share attributable to shareholders – basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding: (in shares)	260,805,418	233,733,015
Comprehensive loss attributable to common shareholders
Net loss	$ (1,544,000)	$ (1,878,000)
Foreign translation adjustment	(8,000)	(2,000)
Comprehensive loss	(1,552,000)	(1,880,000)
Comprehensive income (loss) attributable to noncontrolling interest	108,000	(247,000)
Comprehensive loss attributable to shareholders	(1,660,000)	(1,633,000)
Product [Member]
Revenue from Contract with Customer, Including Assessed Tax	610,000	444,000
Cost of revenue
Cost of Goods and Services Sold	(293,000)	(237,000)
Service [Member]
Revenue from Contract with Customer, Including Assessed Tax	355,000	127,000
Cost of revenue
Cost of Goods and Services Sold	$ (151,000)	$ (102,000)

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Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Clyra Medical Technology Inc [Member] Common Stock [Member]	Clyra Medical Technology Inc [Member] Additional Paid-in Capital [Member]	Clyra Medical Technology Inc [Member] Retained Earnings [Member]	Clyra Medical Technology Inc [Member] AOCI Attributable to Parent [Member]	Clyra Medical Technology Inc [Member] Noncontrolling Interest [Member]	Clyra Medical Technology Inc [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance, December 31, 2021 (in shares) at Dec. 31, 2020							225,885,682
Balance, December 31, 2021 at Dec. 31, 2020							$ 151,000	$ 135,849,000	$ (132,041,000)	$ (101,000)	$ (4,093,000)	$ (235,000)
Sale of common stock for cash (in shares)							13,330,619
Sale of common stock for cash							$ 9,000	2,097,000	0	0	0	2,106,000
Issuance of common stock for service (in shares)							747,487
Issuance of common stock for service							$ 1,000	110,000	0	0	0	111,000
Stock option compensation expense	$ 0	$ 161,000	$ 0	$ 0	$ 0	$ 161,000		424,000				424,000
Net loss							0	0	(1,631,000)		(247,000)	(1,878,000)
Foreign currency translation							0	0	0	(2,000)		(2,000)
Warrant and conversion feature issued as discount on convertible note payable							0	35,000	0	0	0	35,000
Clyra Medical securities offering	0	0	0	0	50,000	50,000
Allocation of noncontrolling interest from Clyra Stock option issuance							$ 0	(313,000)	0	0	313,000	0
Balance (in shares) at Mar. 31, 2021							239,963,788
Balance at Mar. 31, 2021							$ 161,000	138,363,000	(133,672,000)	(103,000)	(3,977,000)	772,000
Balance, December 31, 2021 (in shares) at Dec. 31, 2020							225,885,682
Balance, December 31, 2021 at Dec. 31, 2020							$ 151,000	135,849,000	(132,041,000)	(101,000)	(4,093,000)	(235,000)
Balance (in shares) at Dec. 31, 2021							255,893,726
Balance at Dec. 31, 2021							$ 171,000	143,718,000	(139,121,000)	(115,000)	(3,720,000)	933,000
Sale of common stock for cash (in shares)							6,703,789
Sale of common stock for cash							$ 4,000	1,198,000	0	0	0	1,202,000
Issuance of common stock for service (in shares)							86,752
Issuance of common stock for service							$ 0	17,000	0	0	0	17,000
Stock option compensation expense	$ 0	$ 141,000	$ 0	$ 0	$ 0	$ 141,000	0	660,000	0	0	0	660,000
Noncontrolling interest allocation							0	(528,000)	0	0	528,000	0
Net loss							0	0	(1,652,000)	0	108,000	(1,544,000)
Foreign currency translation							$ 0	0	0	(8,000)	0	(8,000)
Balance (in shares) at Mar. 31, 2022							262,684,267
Balance at Mar. 31, 2022							$ 176,000	$ 145,205,000	$ (140,773,000)	$ (123,000)	$ (3,085,000)	$ 1,400,000

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (1,544,000)	$ (1,878,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation expense	801,000	585,000
Common stock issued in lieu of salary to officers and fees for services from vendors	17,000	111,000
Interest expense related to amortization of the discount on convertible notes payable and line of credit	4,000	46,000
PPP loan forgiveness	(174,000)	(43,000)
Loss on investment in South Korean joint venture	8,000	10,000
Bad debt expense	0	1,000
Depreciation expense	2,000	7,000
Changes in assets and liabilities:
Accounts receivable	(178,000)	206,000
Inventories	(29,000)	36,000
Deferred revenue	(89,000)	(4,000)
Prepaid expenses and other current assets	(59,000)	(34,000)
Customer deposits	12,000	80,000
Net cash used in operating activities	(1,140,000)	(845,000)
Cash flows from investing activities
Purchase of equipment	(32,000)	(10,000)
Net cash used in investing activities	(32,000)	(10,000)
Cash flows from financing activities
Proceeds from sales of common stock	1,202,000	2,106,000
Payment of debt obligations	0	(650,000)
Payment of Clyra Medical debt obligations	(10,000)	(24,000)
Net cash provided by financing activities	1,192,000	1,482,000
Net effect of foreign currency translation	(8,000)	(2,000)
Net change in cash	12,000	625,000
Cash at beginning of year	962,000	716,000
Cash at end of period	974,000	1,341,000
Supplemental disclosures of cash flow information
Interest	7,000	26,000
Income taxes	0	0
Non-cash investing and financing activities
Fair value of warrants issued with convertible notes	0	35,000
Conversion of intercompany receivable to Clyra shares (Note 8)	633,000,000	0
Allocation of noncontrolling interest	528,000	313,000
Clyra Medical Common Stock [Member]
Cash flows from financing activities
Proceeds from sales of common stock	0	50,000
Entities, Excluding Partially Owned Subsidiary [Member]
Changes in assets and liabilities:
Accounts payable and accrued expenses	114,000	(98,000)
Accounts payable and accrued expenses	114,000	(98,000)
Partially Owned Subsidiary [Member]
Changes in assets and liabilities:
Accounts payable and accrued expenses	(25,000)	130,000
Accounts payable and accrued expenses	$ (25,000)	$ 130,000

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Note 1 - Business and Organization

3 Months Ended

Mar. 31, 2022

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 and a cleaner earth. The company also owns a majority interest in a medical products subsidiary that has licensed BioLargo’s technologies.  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 three months ended March 31, 2022, we had a net loss of $1,544,000, used $1,140,000 cash in operations, and at March 31, 2022, we had working capital of $804,000, and current assets of $2,048,000. During the three months ended March 31, 2022, we generated revenues of $965,000. (See Note 9.)  Only one of our subsidiaries – ONM Environmental – generated positive operating income. None of our other operational subsidiaries did so.

We do not believe gross profits in the year ended December 31, 2022, will be sufficient to fund our current level of operations, and therefore believe we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital, and private sales of our securities. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

If we are unable to rely on our current arrangement with Lincoln Park to continue to fund our working capital requirements, we will have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to 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; ONM Environmental, 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 89% of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017. We also own 58% of Clyra Medical Technologies, Inc. (“Clyra” or “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 8).

The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule 8-03 of Regulation S-X under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022.

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Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note 2. Summary of Significant Accounting Policies

In the opinion of management, the accompanying balance sheet and related statements of operations, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated.

Foreign Currency

The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.

As of March 31, 2022 and December 31, 2021, our cash balances were made up of the following (in thousands):

	March 31, 2022		December 31, 2021
BioLargo, Inc. and subsidiaries	$	951	$	941
Clyra Medical Technologies, Inc.		23		21
Total	$	974	$	962

Accounts Receivable

Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of  March 31, 2022 was $12,000 and December 31, 2021, was $13,000.

Credit Concentration

We have a limited number of customers that account for significant portions of our revenue. During the three months ended March 31, 2022 and 2020, the following customers accounted for more than 10% of consolidated revenues:

	March 31, 2022			March 31, 2021
Customer A		29	%	<10		%
Customer B		14	%	<10		%
Customer C	<10		%		39	%
Customer D	<10		%		16	%
Customer E	<10		%		13	%
Customer F	<10		%		12	%

We had two customers that each accounted for more than 10% of consolidated accounts receivable at March 31, 2022, and two customers at December 31, 2021, as follows:

	March 31, 2022			December 31, 2021
Customer D		29	%	<10		%
Customer E		24	%	<10		%
Customer F	<10		%		32	%
Customer G	<10		%		12	%

Inventory

Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of  March 31, 2022, and December 31, 2021, was $3,000. Inventories consisted of (in thousands):

	March 31, 2022		December 31, 2021
Raw material	$	129	$	108
Finished goods		141		133
Total	$	270	$	241

Other Assets

Other non-current assets consisted of (i) security deposits of $35,000 related to our business offices, and (ii) three patents for $34,000, and contract assets related to ongoing projects of our BLEST subsidiary totaling $29,000.

Equity Method of Accounting

On March 20, 2020, we invested $100,000 into a South Korean entity (Odin Co. Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co. Ltd. and its U.S. subsidiary, Tomorrow Water. We received a 40% non-dilutive equity interest, and BKT and Tomorrow Water each received 30% equity interests for an aggregate $150,000 investment.

We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. During the three months ended March 31, 2022 and March 31, 2021 the joint venture incurred a loss and our 40% ownership share reduced our investment interest by $8,000 and $10,000, respectively.

Impairment

Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three months ended March 31, 2022 and 2021, management determined that there was no impairment of its long-lived assets, including its patents.

Nevertheless, for the year ended December 31, 2021, management determined that there was an impairment expense related to the sale back to Scion Solutions, LLC (“Scion’) of certain intellectual property, recorded on our balance sheet as “In-Process Research and Development” and an impairment of Clyra’s prepaid marketing.  Total impairment expense for 2021 was $342,000.

Earnings (Loss) Per Share

We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the three months ended March 31, 2022 and 2021, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others.

The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.

Share-Based Compensation Expense

We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.

For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.

The following methodology and assumptions were used to calculate share-based compensation for the three months ended March 31, 2022 and 2021:

	2022						2021
	Non Plan			2018 Plan			Non Plan			2018 Plan
Risk free interest rate		2.32	%		2.32	%		1.73	%	0.93	–	1.73%
Expected volatility		117	%		117	%		124	%		124%
Expected dividend yield		—			—			—			—
Forfeiture rate		—			—			—			—
Life in years		10			10			10			10

Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.

Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.

Warrants

Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Non-Cash Transactions

We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered, or product is received.

Revenue Recognition

We account for revenue in accordance with ASC 606, “revenue from Contacts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

We have revenue from four subsidiaries, ONM, BLEST, BioLargo Water, and Clyra. ONM, BioLargo Water, and Clyra identify its contract with the customer through a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the order for its goods are shipped if its agreement with the customer is FOB manufacturer, and when goods are delivered to its customer if its agreement with the customer is FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. ONM also installs misting systems for which it bills on a time and materials basis. It identifies its contract with the customer through a written purchase order in which the details of the time to be billed and materials purchased and an estimated completion date. The performance obligation is the completion of the installation, and at that time revenue is recognized.

BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. BLEST’s contracts typically call for invoicing for time and materials incurred for that contract. A few contracts have called for milestone or fixed cost payments, where BLEST invoices an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. We recognized $118,000 in the three months ended March 31, 2022, from contracts, of which $89,000 had a deferred liability balance as of December 31, 2021. As of March 31, 2022, we have a contract receivable totaling $29,000, recorded in other assets on our balance sheet. To date, there have been no discounts or other financing terms for the contracts.

In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.

Government Grants

We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over 80 grants totaling over $3.7 million. Some of the funds from these grants are given directly to third parties (such as the University of Alberta or a third-party research scientist) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support a majority, but not all, of the related research budget costs. This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.

The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”).  Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date.  If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized.  Management believes there are no unrecognized tax benefits or uncertain tax positions as of March 31, 2022, and December 31, 2021.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of March 31, 2022. Accordingly, a valuation allowance was recorded against the net deferred tax asset.

The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of March 31, 2022 and December 31, 2021, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.

Tax Credits

Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.

Leases

We adopted ASU 2016-12 using the effective date option. Upon the transition to the ASC 842, the Company elected to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of March 31, 2022, the right of use assets on our balance sheet related to our operating leases totals $421,000.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financials if and when future convertible securities are issued. This Update does not affect the Company’s current financial statements.

In January 2020, the FASB issued Accounting Standards Update No 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. This Update relates to the Company’s equity method of accounting and the potential interactions between the measurement alternative in Topic 321 and the equity method of accounting in Topic 323 and that diverse views have emerged about the application of the measurement alternative and the equity method of accounting since the adoption of Update 2016-01. The measurement alternative is the ability to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. Paragraph 321-10-35-2, as amended, states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Management adopted the updates, and after evaluation, did not make any modifications to the financial statements.

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Note 3 - Sale of Stock for Cash

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Stock Purchase Agreement [Text Block]

Note 3. Sale of Stock for Cash

Lincoln Park Financing

During the three months ended March 31, 2022 and 2021, we sold 1,506,821 and 12,455,619 shares to Lincoln Park, and in exchange received $346,000 and $2,001,000 in gross and net proceeds, respectively.

2020 Unit Offering

During the three months ended March 31, 2022, pursuant to an offering commenced in May 2020, we sold 5,196,968 shares of our common stock and received $856,000 in gross and net proceeds from eleven accredited investors. In addition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in 2020 Unit Offering”).

During the three months ended March 31, 2021, pursuant to an offering commenced in May 2020, we sold 875,000 shares of our common stock and received $105,000 in gross and net proceeds from three accredited investors. Inaddition to the shares, we issued each investor a six-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in 2020 Unit Offering”).

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Note 4 - Debt Obligations

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 4. Debt Obligations

The following table summarizes our debt obligations outstanding as of March 31, 2022, and December 31, 2021 (in thousands). The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 8, “Debt Obligations of Clyra Medical”).

	March 31, 2022 (Unaudited, in thousands)			December 31, 2021 (in thousands)
Current portion of debt:
SBA Paycheck Protection Program loans, mature April 2022		140		$	314
Convertible note payable, matures March 1, 2023	$	50			—
Debt discount, net of amortization		(16	)		—
Total current portion of debt	$	174		$	314
Long-term debt:
SBA EIDL Loan, matures July 2050		150			150
Convertible note payable, matures March 1, 2023	$	—			50
Debt discount, net of amortization		—			(20	)
Total long-term portion of debt	$	150		$	180
Total	$	324		$	494

For the three months ended March 31, 2022 and 2021, we recorded $4,000 and $93,000, respectively, of interest expense related to the amortization of discounts on convertible notes payable, coupon interest from our convertible notes and line of credit.

The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Form 10-K filed March 30, 2022.

SBA Program Loans

In  April 2020, our subsidiaries ONM Environmental, BLEST and Clyra Medical received $218,000, $96,000 and $43,000, respectively, in loans pursuant to the Small Business Association’s (“SBA”) Paycheck Protection Program (“PPP”). The loans mature two years from the inception date (although any payments due are deferred once a forgiveness application has been filed), and incur interest at 1%. Management believes that it has fully complied with the terms of forgiveness as set forth by the SBA, and each subsidiary has filed forgiveness applications.  On February 7, 2022, we received notice that the SBA had partially approved ONM Environmental's application for forgiveness of its PPP loan in the amount of $174,000; ONM has appealed and provided additional documentation to support forgiveness of the remaining $44,000. The forgiveness application of BLEST remains pending. On March 19, 2021, we received notice that the SBA had approved the application for forgiveness Clyra’s PPP loan.

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Note 5 - Share-based Compensation

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Compensation and Employee Benefit Plans [Text Block]

Note 5. Share-Based Compensation

Issuance of Common Stock in exchange for payment of payables

Payment of Officer Salaries

No shares were issued as payment of officer salary in the three month period March 31, 2022.

On March 31, 2021, we issued 137,364 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid salary to our officers.

Payment of Consultant Fees

On March 31, 2022, we issued 86,752 shares of our common stock at $0.23 per share in lieu of $17,000 of accrued and unpaid obligations to consultants.

On March 31, 2021, we issued 610,123 shares of our common stock at $0.23 per share in lieu of $80,000 of accrued and unpaid obligations to consultants.

Stock Option Expense

During the three months ended March 31, 2022 and 2021, we recorded an aggregate $660,000 and $424,000, in selling general and administrative expense related to the issuance of stock options. We issued options through our 2018 Equity Incentive Plan, our now expired 2007 Equity Incentive Plan, and outside of these plans. See Note 8 for information on stock option expense for options issued by subsidiary Clyra Medical.

2018 Equity Incentive Plan

On June 22, 2018, our stockholders adopted the BioLargo 2018 Equity Incentive Plan (“2018 Plan”) as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years. Our Board of Director’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The plan authorizes the following types of awards: (i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards. The total number of shares reserved and available for awards pursuant to this Plan as of the date of adoption of this 2018 Plan by the Board is 40 million shares. The number of shares available to be issued under the 2018 Plan increases automatically each January 1^st by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.

Activity for our stock options under the 2018 Plan for the three months ended March 31, 2022 and 2021, is as follows:

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			Price per share				share		Value(1)
Balance, December 31, 2021		23,186,142			$0.16	–	0.40	$	0.19
Granted		2,621,229			0.12	–	0.23		0.23
Expired		—				—			—
Balance, March 31, 2022		25,807,371			$0.22	–	0.40	$	0.19
Non-vested		(4,742,688	)		0.17	–	0.40		0.22
Vested, March 31, 2022		21,064,683			$0.16	–	0.40	$	0.19	$	1,015,000
Balance, December 31, 2020		18,865,525			$0.16	–	0.40	$	0.19
Granted		1,217,670			0.12	–	0.23		0.19
Expired		—				—			—
Balance, March 31, 2021		20,083,195			$0.12	–	0.40	$	0.20

(1) Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

The options granted to purchase 2,621,229 shares during the three months ended March 31, 2022 were issued to officers, board of directors, employees and consultants: (i) we issued options to purchase 39,848 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to our CFO and President to replace options that had expired; (ii) we issued options to purchase 444,092 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $96,000; (iii) we issued options to purchase 1,690,257 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date of $0.23 per share; the fair value of employee retention plan options totaled $362,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase 447,032 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $97,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

The options granted to purchase 1,217,670 shares during the three months ended March 31, 2021 were issued to an officer, board of directors, employees and consultants: (i) we issued options to purchase 300,000 shares of our common stock at an exercise price on the respective grant date of $0.17 per share to our CFO; (ii) we issued options to purchase 296,704 shares of our common stock at an exercise price on the respective grant date of $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $65,000 and is recorded as selling, general and administrative expenses; (iii) we issued options to purchase 407,713 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date of $0.23 per share; the fair value of employee retention plan options totaled $89,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase 213,253 shares of our common stock to consultants and employees in lieu of cash for unpaid obligations totaling $37,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

2007 Equity Incentive Plan

On September 7, 2007, and as amended April 29, 2011, the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) was adopted as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years, which expired on September 7, 2017. The Board’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. As of September 2017, the Plan was closed to further stock option grants.

Activity for our stock options under the 2007 Plan for the three months ended March 31, 2022 and 2021 is as follows:

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			price per share				share		Value(1)
Balance, December 31, 2021		2,879,246			$0.23	–	0.94	$	0.49
Expired		—				—			—
Balance, March 31, 2022		2,879,246			$0.23	–	0.94	$	0.49	$	—
Balance, December 31, 2020		5,689,363			$0.23	–	0.94	$	0.44
Expired		(920,000	)		0.45	–	0.50		0.49
Balance, March 31, 2021		4,769,363			$0.23	–	0.94	$	0.43

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

Non-Plan Options issued

During the three months ended March 31, 2022, we issued an option to purchase 32,609 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $7,000 and is recorded in our selling, general and administrative expense.

During the three months ended March 31, 2021, we issued an option to purchase 43,956 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $10,000 and is recorded in our selling, general and administrative expense.

Activity of our non-plan stock options issued for the three months ended March 31, 2022 and 2021 is as follows:

								Weighted
	Non-plan							average		Aggregate
	Options			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		20,119,207			$0.12	–	0.83	$	0.38
Granted		32,609				0.23			0.23
Balance, March 31, 2022		20,151,816			$0.12	–	0.83	$	0.39
Non-vested		(1,206,986	)		0.23	–	0.45		0.44
Vested, March 31, 2022		18,944,830			$0.12	–	0.83	$	0.38	$	130,000
Balance, December 31, 2020		20,749,583			$0.17	–	1.00	$	0.41
Granted		43,956				0.23			0.23
Balance, March 31, 2021		20,793,539			$0.17	–	1.00	$	0.41

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

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Note 6 - Warrants

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Warrants [Text Block]

Note 6. Warrants

We issued warrants to purchase our common stock, at various prices for the three months ended March 31, 2022 and 2021, is as follows:

								Exercise		Aggregate
	Warrants			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		36,765,502			$0.16	–	1.00	$	0.27
Issued		10,393,936			0.20	–	0.25		0.22
Expired		(388,889	)			0.22			0.22
Balance, March 31, 2022		46,770,549			$0.14	–	1.00	$	0.26	$	342,000
Balance, December 31, 2020		32,980,989			$0.16	–	1.00	$	0.29
Issued		1,975,000			0.14	–	0.18		0.16
Expired		(746,528	)		0.19	–	0.22		0.20
Balance, March 31, 2021		34,209,461			$0.14	–	1.00	$	0.29

(1) – Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

Warrants issued in 2020 Unit Offering

During the three months ended March 31, 2022, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 5,196,968 shares of our common stock at $0.21 per share, and five-year stock purchase warrants to purchase an aggregate 5,196,968 shares of our common stock at $0.25 per share.

During the three months ended March 31, 2021, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate 875,000 shares of our common stock at $0.14 per share, and five-year stock purchase warrants to purchase an aggregate 875,000 shares of our common stock at $0.18 per share.

Fair Value – Interest Expense

To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement, management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows:

	March 31, 2022			March 31, 2021
Risk free interest rate		—	%			0.71%
Expected volatility		—	%			100%
Expected dividend yield		—				—
Forfeiture rate		—				—
Expected life in years		—			.5	-	5

The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock. The expected life in years is based on the contract term of the warrant.

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Note 7 - Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included the following (in thousands):

	March 31, 2021		December 31, 2020
Accounts payable and accrued expense	$	461	$	349
Accrued interest		25		25
Accrued payroll		186		185
Total accounts payable and accrued expenses	$	672	$	559

Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 8, “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

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Note 8 - Noncontrolling Interest - Clyra Medical

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Noncontrolling Interest Disclosure [Text Block]

Note 8. Noncontrolling Interest – Clyra Medical

We consolidate the operations of our partially owned subsidiary Clyra Medical, of which we owned 58% of its outstanding shares as of March 31, 2022.

BioLargo and its partially owned subsidiary Clyra Medical entered into an agreement dated  March 3, 2022, whereby BioLargo agreed to convert $633,000 in working capital advances, made to or on behalf of Clyra Medical, into 2,042 shares of Clyra Medical common stock at a rate of $310 per share.

Debt Obligations of Clyra Medical

Inventory Line of Credit

On  June 30, 2020, Clyra Medical entered into a Revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC committed to provide a $1,000,000 inventory line of credit. Clyra Medical received $260,000 in draws and made repayments totaling $83,000. As of  March 31, 2022, the balance outstanding on this line of credit totals $177,000. Funds from the line of credit must be used to produce inventory. Additional draws are conditional upon the presentation of invoices or purchase orders to the lender equal to the greater of one-half of principal outstanding on the line of credit, and $200,000. The line of credit note earns interest at 15%, matures on June 30, 2022, and requires Clyra pay interest and principal from gross product sales. Clyra is required to pay 60% of gross product sales to reduce amounts owed on the line of credit. Clyra issued Vernal Bay 323 shares of its common stock as a commitment fee for the line of credit, valued at $70,000. A security agreement of the same date grants Vernal Bay a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code. Clyra  may prepay the note at any time.

Clyra Medical other asset

On  December 30, 2015, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to Clyra related to its sales and marketing activities, and in exchange receive $23,000 per month for a period of four years. On  June 30, 2020, at Clyra’s request, Beach House Consulting agreed to accept 3,639 shares of Clyra common stock, in lieu of cash, as full prepayment of the consulting fee. The obligation to provide the consulting services is dependent on Clyra generating an average of $250,000 in monthly sales over three consecutive months, which has not been met. The value of the shares issued to Beach House were higher but the asset was impaired in 2021, the asset totals $591,000 and is recorded as a non-current asset on our balance sheet.

Clyra Medical Equity transactions

As of March 31, 2022, Clyra Medical had the following common shares outstanding:

Shareholder	Shares		Percent
BioLargo, Inc.		51,249		58	%
Sanatio Capital		18,704		21	%
Other		19,118		21	%
Total		89,071

Sales of Common Shares

There were no sales of Clyra shares during the three months ended March 31, 2022.

During the three months ended March 31, 2021, Clyra raised $50,000 at $310 per Clyra share.

Stock Options

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. As of December 31, 2021, the Company had issued options to purchase 14,004 shares of Clyra stock. During the three months ended March 31, 2022 and 2021, Clyra issued options to purchase 648 and 777 shares of its common stock. Each option issued has an exercise price of $1.00 per share, are vested upon issuance and an expiration date 10 years from the date of grant. The fair value of the options issued in in the three months ended March 31, 2022 and 2021 totaled $141,000 and $161,000. We used the Black-Scholes model to calculate the initial fair value, assuming a stock price on date of grant of $310 per share. Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30%. We also used a risk-free rate of 2.32%, a volatility of 40% and an expected life of 10 years.

Clyra Accounts Payable and Accrued Expenses

Clyra had the following accounts payable and accrued expenses as follows:

	March 31, 2022		December 31, 2021
Accounts payable and accrued expense	$	201	$	149
Accrued interest		—		51
Accrued payroll		3		30
Total Clyra Medical accounts payable and accrued expenses	$	204	$	230

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Note 9 - Business Segment Information

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 9. Business Segment Information

BioLargo currently has four operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc. The four operational business segments are:

1. ONM Environmental -- which sells odor and volatile organic control products and services (located in Westminster, California);

2. Clyra Medical Technologies (“Clyra Medical”) -- which develops and sells medical products based on our technologies;

3. BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations as needed (located in Oak Ridge, Tennessee); and

4. BioLargo Water (“Water”) -- which historically focused entirely on R&D, and has now shifted its focus to commercializing the AOS technology (located in Edmonton, Alberta Canada).

Historically, none of our operating business units have operated at a profit and therefore each required additional cash to meet its monthly expenses. The additional sources of the cash to fund the shortfall from operations of ONM, BLEST and BioLargo Water have been provided by BioLargo’s sales of debt or equity, research grants, and tax credits. Clyra Medical has been funded by third party investors who invest directly in Clyra Medical in exchange for equity ownership in that entity.

The segment information for the three months ended March 31, 2022 and 2021, is as follows (in thousands):

March 31, 2022	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	2		$	600		$	10		$	545		$	—		$	(192	)	$	965
Intersegment revenue		(2	)		(2	)		—			(188	)		—			192			—
Research and development		(265	)		—			(16	)		(108	)		(197	)		194			(392	)
Operating income (loss)		(1,220	)		13			(240	)		(35	)		(228	)		—			(1,710	)
Grant income		—			—			—			—			5			—			5
Interest expense		(6	)		—			(7	)		—			—			—			(13	)
Net income (loss)		(1,226	)		187			(247	)		(35	)		(223	)		—			(1,544	)

March 31, 2021	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	7		$	320		$	115		$	388		$	8		$	(267	)	$	571
Intersegment revenue		(7	)		—			—			(260	)		—			267			—
Research and development		(336	)		—			(2	)		(105	)		(119	)		260			(327	)
Operating loss		(923	)		(176	)		(439	)		(183	)		(137	)		—			(1,858	)
Grant income		—			—			—			—			30			—			30
Interest expense		(55	)		—			(38	)		—			—			—			(93	)
Net loss		(978	)		(176	)		(434	)		(183	)		(107	)		—			(1,878	)

As of March 31, 2022	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	788	$	590	$	817	$	502	$	177	$	(46	)	$	2,828
Right of use		200		—		—		221		—		—			421
Investment in South Korean joint venture		40		—		—		—		—		—			40
Total	$	1,028	$	590	$	817	$	723	$	177	$	(46	)	$	3,289

As of December 31, 2021	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	690	$	451	$	832	$	445	$	152	$	(47	)	$	2,522
Right of use		222		—		—		231		—		—			453
Investment in South Korean joint venture		48		—		—		—		—		—			48
Total		960		451		832		676		152		(47	)	$	3,023

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Note 10 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 10. Commitments and Contingencies

Office Leases

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the three months ended March 31, 2022 and 2021, rental expense was $63,000 and $56,000, respectively.  As of March 31, 2022, our weighted average remaining lease term is four years and the total remaining operating lease payments is $670,000.

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. On  January 1, 2019, we adopted ASC 842 which resulted in a right-of-use asset and lease liability. Short-term leases are not included in our analysis. The adoption resulted in an immaterial cumulative effect of an accounting change that was not recorded.  The lease of our Westminster facility expires August 2024. It is too early for management to determine if it will exercise its option to extend the lease four years, therefore the four-year extension is not included in the analysis. The lease of our Oak Ridge, Tennessee facility also qualifies, and it had one three-year extension to  September 2022, and has one renewal option for another five years where the rental rate would adjust to greater of the current price and fair market value. Management determined that it will exercise the five-year renewal option for the Oak Ridge facility. The lease of our Canadian facility is less than one year. None of our leases have additional terms related to the payments or mechanics of the lease. The leases have no additional payment terms such as common area maintenance payments, tax sharing payments or other allocable expenses. Likewise, the leases do not contain other terms and conditions of use, such as variable lease payments, residual value guaranties or other restrictive financial terms. Since there is no explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18% to determine lease liability.

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Note 11 - Subsequent Events

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

Note 11. Subsequent Events.

Management has evaluated subsequent events through the date of the filing of this report and management noted the following for disclosure.

Unit Offering Investments

On April 19, 2022, we sold 3,723,077 shares of our common stock to four investors and received $726,000 in gross and net proceeds. Each investor received two stock purchase warrants: (i) a warrant expiring six months after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.234 per share, and (ii) a warrant expiring five years after the investment date allowing for the purchase of the number of shares the investor purchased, for $0.2925 per share.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.

As of March 31, 2022 and December 31, 2021, our cash balances were made up of the following (in thousands):

	March 31, 2022		December 31, 2021
BioLargo, Inc. and subsidiaries	$	951	$	941
Clyra Medical Technologies, Inc.		23		21
Total	$	974	$	962

Receivable [Policy Text Block]

Accounts Receivable

Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of  March 31, 2022 was $12,000 and December 31, 2021, was $13,000.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Credit Concentration

We have a limited number of customers that account for significant portions of our revenue. During the three months ended March 31, 2022 and 2020, the following customers accounted for more than 10% of consolidated revenues:

	March 31, 2022			March 31, 2021
Customer A		29	%	<10		%
Customer B		14	%	<10		%
Customer C	<10		%		39	%
Customer D	<10		%		16	%
Customer E	<10		%		13	%
Customer F	<10		%		12	%

We had two customers that each accounted for more than 10% of consolidated accounts receivable at March 31, 2022, and two customers at December 31, 2021, as follows:

	March 31, 2022			December 31, 2021
Customer D		29	%	<10		%
Customer E		24	%	<10		%
Customer F	<10		%		32	%
Customer G	<10		%		12	%

Inventory, Policy [Policy Text Block]

Inventory

Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of  March 31, 2022, and December 31, 2021, was $3,000. Inventories consisted of (in thousands):

	March 31, 2022		December 31, 2021
Raw material	$	129	$	108
Finished goods		141		133
Total	$	270	$	241

Other Assets, Policy [Policy Text Block]

Other Assets

Other non-current assets consisted of (i) security deposits of $35,000 related to our business offices, and (ii) three patents for $34,000, and contract assets related to ongoing projects of our BLEST subsidiary totaling $29,000.

Equity Method Investments [Policy Text Block]

Equity Method of Accounting

On March 20, 2020, we invested $100,000 into a South Korean entity (Odin Co. Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co. Ltd. and its U.S. subsidiary, Tomorrow Water. We received a 40% non-dilutive equity interest, and BKT and Tomorrow Water each received 30% equity interests for an aggregate $150,000 investment.

We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. During the three months ended March 31, 2022 and March 31, 2021 the joint venture incurred a loss and our 40% ownership share reduced our investment interest by $8,000 and $10,000, respectively.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment

Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three months ended March 31, 2022 and 2021, management determined that there was no impairment of its long-lived assets, including its patents.

Nevertheless, for the year ended December 31, 2021, management determined that there was an impairment expense related to the sale back to Scion Solutions, LLC (“Scion’) of certain intellectual property, recorded on our balance sheet as “In-Process Research and Development” and an impairment of Clyra’s prepaid marketing.  Total impairment expense for 2021 was $342,000.

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) Per Share

We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the three months ended March 31, 2022 and 2021, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others.

The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.

Share-Based Payment Arrangement [Policy Text Block]

Share-Based Compensation Expense

We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.

For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.

The following methodology and assumptions were used to calculate share-based compensation for the three months ended March 31, 2022 and 2021:

	2022						2021
	Non Plan			2018 Plan			Non Plan			2018 Plan
Risk free interest rate		2.32	%		2.32	%		1.73	%	0.93	–	1.73%
Expected volatility		117	%		117	%		124	%		124%
Expected dividend yield		—			—			—			—
Forfeiture rate		—			—			—			—
Life in years		10			10			10			10

Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.

Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.

Warrant Policy [Policy Text Block]

Warrants

Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Non Cash Transactions [Policy Text Block]

Non-Cash Transactions

We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered, or product is received.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

We account for revenue in accordance with ASC 606, “revenue from Contacts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

We have revenue from four subsidiaries, ONM, BLEST, BioLargo Water, and Clyra. ONM, BioLargo Water, and Clyra identify its contract with the customer through a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the order for its goods are shipped if its agreement with the customer is FOB manufacturer, and when goods are delivered to its customer if its agreement with the customer is FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. ONM also installs misting systems for which it bills on a time and materials basis. It identifies its contract with the customer through a written purchase order in which the details of the time to be billed and materials purchased and an estimated completion date. The performance obligation is the completion of the installation, and at that time revenue is recognized.

BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. BLEST’s contracts typically call for invoicing for time and materials incurred for that contract. A few contracts have called for milestone or fixed cost payments, where BLEST invoices an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. We recognized $118,000 in the three months ended March 31, 2022, from contracts, of which $89,000 had a deferred liability balance as of December 31, 2021. As of March 31, 2022, we have a contract receivable totaling $29,000, recorded in other assets on our balance sheet. To date, there have been no discounts or other financing terms for the contracts.

In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.

Government Grants [Policy Text Block]

Government Grants

We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over 80 grants totaling over $3.7 million. Some of the funds from these grants are given directly to third parties (such as the University of Alberta or a third-party research scientist) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support a majority, but not all, of the related research budget costs. This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.

The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.

Income Tax, Policy [Policy Text Block]

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”).  Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date.  If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized.  Management believes there are no unrecognized tax benefits or uncertain tax positions as of March 31, 2022, and December 31, 2021.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of March 31, 2022. Accordingly, a valuation allowance was recorded against the net deferred tax asset.

The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of March 31, 2022 and December 31, 2021, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.

Tax Credits [Policy Text Block]

Tax Credits

Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.

Lessee, Leases [Policy Text Block]

Leases

We adopted ASU 2016-12 using the effective date option. Upon the transition to the ASC 842, the Company elected to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of March 31, 2022, the right of use assets on our balance sheet related to our operating leases totals $421,000.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financials if and when future convertible securities are issued. This Update does not affect the Company’s current financial statements.

In January 2020, the FASB issued Accounting Standards Update No 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. This Update relates to the Company’s equity method of accounting and the potential interactions between the measurement alternative in Topic 321 and the equity method of accounting in Topic 323 and that diverse views have emerged about the application of the measurement alternative and the equity method of accounting since the adoption of Update 2016-01. The measurement alternative is the ability to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. Paragraph 321-10-35-2, as amended, states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Management adopted the updates, and after evaluation, did not make any modifications to the financial statements.

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Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

	March 31, 2022		December 31, 2021
BioLargo, Inc. and subsidiaries	$	951	$	941
Clyra Medical Technologies, Inc.		23		21
Total	$	974	$	962

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	March 31, 2022			March 31, 2021
Customer A		29	%	<10		%
Customer B		14	%	<10		%
Customer C	<10		%		39	%
Customer D	<10		%		16	%
Customer E	<10		%		13	%
Customer F	<10		%		12	%

	March 31, 2022			December 31, 2021
Customer D		29	%	<10		%
Customer E		24	%	<10		%
Customer F	<10		%		32	%
Customer G	<10		%		12	%

Schedule of Inventory, Current [Table Text Block]

	March 31, 2022		December 31, 2021
Raw material	$	129	$	108
Finished goods		141		133
Total	$	270	$	241

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2022						2021
	Non Plan			2018 Plan			Non Plan			2018 Plan
Risk free interest rate		2.32	%		2.32	%		1.73	%	0.93	–	1.73%
Expected volatility		117	%		117	%		124	%		124%
Expected dividend yield		—			—			—			—
Forfeiture rate		—			—			—			—
Life in years		10			10			10			10

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Note 4 - Debt Obligations (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Debt [Table Text Block]

	March 31, 2022 (Unaudited, in thousands)			December 31, 2021 (in thousands)
Current portion of debt:
SBA Paycheck Protection Program loans, mature April 2022		140		$	314
Convertible note payable, matures March 1, 2023	$	50			—
Debt discount, net of amortization		(16	)		—
Total current portion of debt	$	174		$	314
Long-term debt:
SBA EIDL Loan, matures July 2050		150			150
Convertible note payable, matures March 1, 2023	$	—			50
Debt discount, net of amortization		—			(20	)
Total long-term portion of debt	$	150		$	180
Total	$	324		$	494

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Note 5 - Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			Price per share				share		Value(1)
Balance, December 31, 2021		23,186,142			$0.16	–	0.40	$	0.19
Granted		2,621,229			0.12	–	0.23		0.23
Expired		—				—			—
Balance, March 31, 2022		25,807,371			$0.22	–	0.40	$	0.19
Non-vested		(4,742,688	)		0.17	–	0.40		0.22
Vested, March 31, 2022		21,064,683			$0.16	–	0.40	$	0.19	$	1,015,000
Balance, December 31, 2020		18,865,525			$0.16	–	0.40	$	0.19
Granted		1,217,670			0.12	–	0.23		0.19
Expired		—				—			—
Balance, March 31, 2021		20,083,195			$0.12	–	0.40	$	0.20

								Weighted
								Average		Aggregate
	Options			Exercise				Price per		intrinsic
	Outstanding			price per share				share		Value(1)
Balance, December 31, 2021		2,879,246			$0.23	–	0.94	$	0.49
Expired		—				—			—
Balance, March 31, 2022		2,879,246			$0.23	–	0.94	$	0.49	$	—
Balance, December 31, 2020		5,689,363			$0.23	–	0.94	$	0.44
Expired		(920,000	)		0.45	–	0.50		0.49
Balance, March 31, 2021		4,769,363			$0.23	–	0.94	$	0.43

								Weighted
	Non-plan							average		Aggregate
	Options			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		20,119,207			$0.12	–	0.83	$	0.38
Granted		32,609				0.23			0.23
Balance, March 31, 2022		20,151,816			$0.12	–	0.83	$	0.39
Non-vested		(1,206,986	)		0.23	–	0.45		0.44
Vested, March 31, 2022		18,944,830			$0.12	–	0.83	$	0.38	$	130,000
Balance, December 31, 2020		20,749,583			$0.17	–	1.00	$	0.41
Granted		43,956				0.23			0.23
Balance, March 31, 2021		20,793,539			$0.17	–	1.00	$	0.41

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Note 6 - Warrants (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

								Exercise		Aggregate
	Warrants			Exercise				price per		Intrinsic
	outstanding			price per share				share		value(1)
Balance, December 31, 2021		36,765,502			$0.16	–	1.00	$	0.27
Issued		10,393,936			0.20	–	0.25		0.22
Expired		(388,889	)			0.22			0.22
Balance, March 31, 2022		46,770,549			$0.14	–	1.00	$	0.26	$	342,000
Balance, December 31, 2020		32,980,989			$0.16	–	1.00	$	0.29
Issued		1,975,000			0.14	–	0.18		0.16
Expired		(746,528	)		0.19	–	0.22		0.20
Balance, March 31, 2021		34,209,461			$0.14	–	1.00	$	0.29

Schedule Of Assumptions Used To Determine Fair Value Of Warrants [Table Text Block]

	March 31, 2022			March 31, 2021
Risk free interest rate		—	%			0.71%
Expected volatility		—	%			100%
Expected dividend yield		—				—
Forfeiture rate		—				—
Expected life in years		—			.5	-	5

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Note 7 - Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	March 31, 2021		December 31, 2020
Accounts payable and accrued expense	$	461	$	349
Accrued interest		25		25
Accrued payroll		186		185
Total accounts payable and accrued expenses	$	672	$	559

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Note 8 - Noncontrolling Interest - Clyra Medical (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Other Ownership Interests [Table Text Block]

Shareholder	Shares		Percent
BioLargo, Inc.		51,249		58	%
Sanatio Capital		18,704		21	%
Other		19,118		21	%
Total		89,071

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	March 31, 2021		December 31, 2020
Accounts payable and accrued expense	$	461	$	349
Accrued interest		25		25
Accrued payroll		186		185
Total accounts payable and accrued expenses	$	672	$	559

Clyra Medical [Member]

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	March 31, 2022		December 31, 2021
Accounts payable and accrued expense	$	201	$	149
Accrued interest		—		51
Accrued payroll		3		30
Total Clyra Medical accounts payable and accrued expenses	$	204	$	230

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Note 9 - Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

March 31, 2022	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	2		$	600		$	10		$	545		$	—		$	(192	)	$	965
Intersegment revenue		(2	)		(2	)		—			(188	)		—			192			—
Research and development		(265	)		—			(16	)		(108	)		(197	)		194			(392	)
Operating income (loss)		(1,220	)		13			(240	)		(35	)		(228	)		—			(1,710	)
Grant income		—			—			—			—			5			—			5
Interest expense		(6	)		—			(7	)		—			—			—			(13	)
Net income (loss)		(1,226	)		187			(247	)		(35	)		(223	)		—			(1,544	)

March 31, 2021	BioLargo			ONM			Clyra			BLEST			Water			Elimination			Total
Revenue	$	7		$	320		$	115		$	388		$	8		$	(267	)	$	571
Intersegment revenue		(7	)		—			—			(260	)		—			267			—
Research and development		(336	)		—			(2	)		(105	)		(119	)		260			(327	)
Operating loss		(923	)		(176	)		(439	)		(183	)		(137	)		—			(1,858	)
Grant income		—			—			—			—			30			—			30
Interest expense		(55	)		—			(38	)		—			—			—			(93	)
Net loss		(978	)		(176	)		(434	)		(183	)		(107	)		—			(1,878	)

As of March 31, 2022	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	788	$	590	$	817	$	502	$	177	$	(46	)	$	2,828
Right of use		200		—		—		221		—		—			421
Investment in South Korean joint venture		40		—		—		—		—		—			40
Total	$	1,028	$	590	$	817	$	723	$	177	$	(46	)	$	3,289

As of December 31, 2021	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	690	$	451	$	832	$	445	$	152	$	(47	)	$	2,522
Right of use		222		—		—		231		—		—			453
Investment in South Korean joint venture		48		—		—		—		—		—			48
Total		960		451		832		676		152		(47	)	$	3,023

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Note 1 - Business and Organization (Details Textual)	3 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	$ (1,544,000)	$ (1,878,000)
Net Cash Provided by (Used in) Operating Activities, Total	(1,140,000)	(845,000)
Working Capital (Deficit)	804,000
Assets, Current, Total	2,048,000		$ 1,801,000
Revenue from Contract with Customer, Including Assessed Tax	$ 965,000	$ 571,000
Number of Wholly-Owned Subsidiaries	4
BioLargo Engineering, Science & Technologies, LLC [Member]
Noncontrolling Interest, Ownership Percentage by Parent	89.00%
Clyra Medical Technologies [Member]
Noncontrolling Interest, Ownership Percentage by Parent	58.00%

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Note 2 - Summary of Significant Accounting Policies (Details Textual)		3 Months Ended		12 Months Ended
	Mar. 20, 2020 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Accounts Receivable, Allowance for Credit Loss, Current		$ 12,000		$ 13,000
Inventory Valuation Reserves, Ending Balance		3,000		3,000
Security Deposit		35,000
Income (Loss) from Equity Method Investments		(8,000)	$ (10,000)
Impairment, Long-Lived Asset, Held-for-Use, Total		0	$ 0	342,000
Contract With Customer, Liability, Revenue Recognized During Period		118,000
Contract with Customer, Liability, Total				89,000
Unrecognized Tax Benefits, Ending Balance		0		0
Operating Lease, Right-of-Use Asset		$ 421,000		$ 453,000
Canadian Government Grants [Member]
Number of Grants Received		80
Grants Receivable		$ 3,700,000
Canadian Government Grants [Member] | Minimum [Member]
Grant Term (Month)		6 months
Canadian Government Grants [Member] | Maximum [Member]
Grant Term (Month)		18 months
Other Assets [Member]
Contract with Customer, Receivable, after Allowance for Credit Loss, Total		$ 29,000
Odin Co Ltd [Member]
Payments to Acquire Interest in Joint Venture	$ 100,000
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	40.00%	40.00%	40.00%
Income (Loss) from Equity Method Investments		$ 8,000	$ 10,000
Odin Co Ltd [Member] | Tomorrow Water [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	30.00%
Odin Co Ltd [Member] | BKT and Tomorrow Water [Member]
Payments to Acquire Interest in Joint Venture	$ 150,000
Patents [Member]
Intangible Assets, Net (Excluding Goodwill), Total		$ 34,000
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Number of Major Customers		2		2

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Note 2 - Summary of Significant Accounting Policies - Summary of Cash Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents	$ 974	$ 962
Parent Company [Member]
Cash and Cash Equivalents	951	941
Noncontrolling Interest [Member]
Cash and Cash Equivalents	$ 23	$ 21

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Note 2 - Summary of Significant Accounting Policies - Credit Concentration (Details) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Customer A [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	29.00%	10.00%
Customer D [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	10.00%	16.00%
Customer D [Member] | Accounts Receivable [Member]
Credit concentration	29.00%
Customer B [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	14.00%	10.00%
Customer E [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	10.00%	13.00%
Customer E [Member] | Accounts Receivable [Member]
Credit concentration	24.00%
Customer C [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	10.00%	39.00%
Customer F [Member] | Revenue from Contract with Customer Benchmark [Member]
Credit concentration	10.00%	12.00%
Customer F [Member] | Accounts Receivable [Member]
Credit concentration			32.00%
Customer G [Member] | Accounts Receivable [Member]
Credit concentration			12.00%

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Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Raw material	$ 129	$ 108
Finished goods	141	133
Total	$ 270	$ 241

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Note 2 - Summary of Significant Accounting Policies - Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Non Plan [Member]
Risk free interest rate	2.32%	1.73%
Expected volatility	117.00%	124.00%
Life in years (Year)	10 years	10 years
2018 Equity Incentive Plan [Member]
Risk free interest rate	2.32%
Expected volatility	117.00%	124.00%
Life in years (Year)	10 years	10 years
2018 Equity Incentive Plan [Member] | Minimum [Member]
Risk free interest rate		0.93%
2018 Equity Incentive Plan [Member] | Maximum [Member]
Risk free interest rate		1.73%

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Note 3 - Sale of Stock for Cash (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Proceeds from Issuance of Common Stock	$ 1,202,000	$ 2,106,000
Warrants Issued with 2020 Unit Offering [Member] | Minimum [Member]
Warrants and Rights Outstanding, Term (Month)	6 months	6 months
Warrants Issued with 2020 Unit Offering [Member] | Maximum [Member]
Warrants and Rights Outstanding, Term (Month)	5 years	5 years
The 2020 Unit Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	5,196,968	875,000
Proceeds from Issuance of Common Stock	$ 856,000	$ 105,000
Lincoln Park Capital Fund, LLC [Member]
Stock Issued During Period, Shares, New Issues (in shares)	1,506,821	12,455,619
Proceeds from Issuance of Common Stock	$ 346,000	$ 2,001,000

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Note 4 - Debt Obligations (Details Textual) - USD ($)		1 Months Ended	3 Months Ended
	Feb. 07, 2022	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021
Interest Expense, Debt, Total			$ 4,000	$ 93,000
Paycheck Protection Program CARES Act [Member] | ONM [Member]
Proceeds from Issuance of Debt		$ 218,000
Extinguishment of Debt, Amount	$ 174,000
Long-Term Debt, Total	$ 44,000
Paycheck Protection Program CARES Act [Member] | BLEST [Member]
Proceeds from Issuance of Debt		96,000
Paycheck Protection Program CARES Act [Member] | Clyra Medical [Member]
Proceeds from Issuance of Debt		$ 43,000

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Note 4 - Debt Obligations - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt discount, net of amortization	$ (16)	$ 0
Total current portion of debt	174	314
Long-term debt	150	180
Debt discount, net of amortization	0	(20)
Total	324	494
Paycheck Protection Program CARES Act [Member]
Notes payable	140	314
Convertible Note, Maturing On March 1, 2023 [Member]
Convertible notes	50	0
Long-term debt	0	50
Economic Injury Disaster Loan [Member]
Long-term debt	$ 150	$ 150

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Note 5 - Share-based Compensation (Details Textual) - USD ($)					3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Jun. 22, 2018	Sep. 07, 2017	Mar. 31, 2022	Mar. 31, 2021
Stock Issued During Period, Value, Issued for Services					$ 17,000	$ 111,000
Share Price (in dollars per share)	$ 0.23				$ 0.23
2018 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)			10 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)			40,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Per Year (in shares)			2,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					2,621,229	1,217,670
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 0.23	$ 0.19
The 2007 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)				10 years
Non Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					32,609	43,956
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 0.23	$ 0.23
Selling, General and Administrative Expenses [Member]
Share-Based Payment Arrangement, Expense					$ 660,000	$ 424,000
Officer [Member]
Stock Issued During Period, Shares, Issued for Services (in shares)		137,364			0
Shares Issued, Price Per Share (in dollars per share)		$ 0.23				$ 0.23
Stock Issued During Period, Value, Issued for Services		$ 31,000
Consultants [Member]
Stock Issued During Period, Shares, Issued for Services (in shares)	86,752	610,123
Shares Issued, Price Per Share (in dollars per share)	$ 0.23	$ 0.23			$ 0.23	$ 0.23
Stock Issued During Period, Value, Issued for Services	$ 17,000	$ 80,000
Employees, Consultations, Officers, and Directors [Member] | 2018 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					2,621,229
Chief Financial Officer [Member] | 2018 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					39,848	300,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 0.23	$ 0.17
Board Of Directors [Member] | 2018 Equity Incentive Plan [Member]
Share-Based Payment Arrangement, Expense					$ 96,000	$ 65,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					444,092	296,704
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 0.23	$ 0.23
Employees [Member] | 2018 Equity Incentive Plan [Member]
Share-Based Payment Arrangement, Expense					$ 362,000	$ 89,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					1,690,257	407,713
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)					$ 0.23	$ 0.23
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)					4 years	4 years
Employees [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)						1,217,670
Employees and Consultants [Member] | 2018 Equity Incentive Plan [Member]
Stock Issued During Period, Value, Issued for Services					$ 97,000	$ 37,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					447,032	213,253
Vendors [Member] | Non Plan [Member]
Shares Issued, Price Per Share (in dollars per share)	$ 0.23	$ 0.23			$ 0.23	$ 0.23
Share-Based Payment Arrangement, Expense					$ 7,000	$ 10,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)					32,609	43,956

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Note 5 - Share-based Compensation - Stock Options (Details) - USD ($)		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
2018 Equity Incentive Plan [Member]
Options outstanding, balance (in shares)		23,186,142	18,865,525
Weighted average exercise price per share, balance (in dollars per share)		$ 0.19	$ 0.19
Options granted (in shares)		2,621,229	1,217,670
Weighted average exercise price per share, granted (in dollars per share)		$ 0.23	$ 0.19
Options expired (in shares)		0	0
Weighted average exercise price per share, Expired (in dollars per share)		$ 0	$ 0
Options Non-vested (in shares)		(4,742,688)
Weighted average exercise price per share, Non-vested (in dollars per share)		$ 0.22
Options Vested (in shares)		21,064,683
Vested, March 31, 2022 (in dollars per share)		$ 0.19
Vested, aggregate intrinsic value	[1]	$ 1,015,000
Options outstanding, balance (in shares)		25,807,371	20,083,195
Weighted average exercise price per share, balance (in dollars per share)		$ 0.19	$ 0.20
2018 Equity Incentive Plan [Member] | Minimum [Member]
Exercise price per share, balance (in dollars per share)		0.16	0.16
Exercise price per share, granted (in dollars per share)		0.12	0.12
Exercise price per share, Non-vested (in dollars per share)		0.17
Exercise price per share, Vested (in dollars per share)		0.16
Exercise price per share, Expired (in dollars per share)
Exercise price per share, balance (in dollars per share)		0.22	0.12
2018 Equity Incentive Plan [Member] | Maximum [Member]
Exercise price per share, balance (in dollars per share)		0.40	0.40
Exercise price per share, granted (in dollars per share)		0.23	0.23
Exercise price per share, Non-vested (in dollars per share)		0.40
Exercise price per share, Vested (in dollars per share)		0.40
Exercise price per share, Expired (in dollars per share)
Exercise price per share, balance (in dollars per share)		$ 0.40	$ 0.40
The 2007 Equity Incentive Plan [Member]
Options outstanding, balance (in shares)		2,879,246	5,689,363
Weighted average exercise price per share, balance (in dollars per share)		$ 0.49	$ 0.44
Options expired (in shares)			(920,000)
Weighted average exercise price per share, Expired (in dollars per share)			$ 0.49
Options outstanding, balance (in shares)		2,879,246	4,769,363
Weighted average exercise price per share, balance (in dollars per share)		$ 0.49	$ 0.43
The 2007 Equity Incentive Plan [Member] | Minimum [Member]
Weighted average exercise price per share, balance (in dollars per share)		0.23	0.23
Weighted average exercise price per share, Expired (in dollars per share)			0.45
Weighted average exercise price per share, balance (in dollars per share)		0.23	0.23
The 2007 Equity Incentive Plan [Member] | Maximum [Member]
Weighted average exercise price per share, balance (in dollars per share)		0.94	0.94
Weighted average exercise price per share, Expired (in dollars per share)			0.50
Weighted average exercise price per share, balance (in dollars per share)		$ 0.94	$ 0.94
Non Plan [Member]
Options outstanding, balance (in shares)		20,119,207	20,749,583
Weighted average exercise price per share, balance (in dollars per share)		$ 0.38	$ 0.41
Options granted (in shares)		32,609	43,956
Exercise price per share, granted (in dollars per share)		$ 0.23	$ 0.23
Weighted average exercise price per share, granted (in dollars per share)		$ 0.23	$ 0.23
Options Non-vested (in shares)		(1,206,986)
Weighted average exercise price per share, Non-vested (in dollars per share)		$ 0.44
Options Vested (in shares)		18,944,830
Vested, March 31, 2022 (in dollars per share)		$ 0.38
Vested, aggregate intrinsic value	[1]	$ 130,000
Options outstanding, balance (in shares)		20,151,816	20,793,539
Weighted average exercise price per share, balance (in dollars per share)		$ 0.39	$ 0.41
Non Plan [Member] | Minimum [Member]
Exercise price per share, balance (in dollars per share)		0.12	0.17
Exercise price per share, Non-vested (in dollars per share)		0.23
Exercise price per share, Vested (in dollars per share)		0.12
Exercise price per share, balance (in dollars per share)		0.12	0.17
Non Plan [Member] | Maximum [Member]
Exercise price per share, balance (in dollars per share)		0.83	1.00
Exercise price per share, Non-vested (in dollars per share)		0.45
Exercise price per share, Vested (in dollars per share)		0.83
Exercise price per share, balance (in dollars per share)		$ 0.83	$ 1.00

[1] Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

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Note 6 - Warrants (Details Textual) - $ / shares	Mar. 31, 2022	Mar. 31, 2021
Share Price (in dollars per share)	$ 0.23
Six-month Warrants in Connection With the 2020 Unit Offering [Member]
Warrants and Rights Outstanding, Term (Month)	6 months
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	5,196,968	875,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.21	$ 0.14
Five-year Warrants in Connection With the 2020 Unit Offering [Member]
Warrants and Rights Outstanding, Term (Month)	5 years	5 years
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	5,196,968	875,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.25	$ 0.18

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Note 6 - Warrants - Warrants Outstanding (Details) - USD ($)		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Balance, outstanding (in shares)		36,765,502	32,980,989
Issued (in shares)		10,393,936	1,975,000
Expired (in shares)		(388,889)	(746,528)
Expired (in dollars per share)		$ 0.22
Balance, aggregate intrinsic value	[1]	$ 342,000
Balance, outstanding (in shares)		46,770,549	34,209,461
Minimum [Member]
Balance, outstanding, price range (in dollars per share)		$ 0.16	$ 0.16
Granted, price range (in dollars per share)		0.20	0.14
Expired (in dollars per share)			0.19
Balance, outstanding, price range (in dollars per share)		0.14	0.14
Maximum [Member]
Balance, outstanding, price range (in dollars per share)		1.00	1.00
Granted, price range (in dollars per share)		0.25	0.18
Expired (in dollars per share)			0.22
Balance, outstanding, price range (in dollars per share)		1.00	1.00
Weighted Average [Member]
Balance, outstanding, price range (in dollars per share)		0.27	0.29
Granted, price range (in dollars per share)		0.22	0.16
Expired (in dollars per share)		0.22	0.20
Balance, outstanding, price range (in dollars per share)		$ 0.26	$ 0.29

[1] Aggregate intrinsic value based on closing common stock price of $0.23 at March 31, 2022.

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Note 6 - Warrants - Assumptions Used to Determine Fair Value of Warrants (Details)	Mar. 31, 2021
Measurement Input, Risk Free Interest Rate [Member]
Risk free interest rate	0.0071
Measurement Input, Price Volatility [Member]
Risk free interest rate	1
Measurement Input, Expected Term [Member] | Minimum [Member]
Risk free interest rate	5
Measurement Input, Expected Term [Member] | Maximum [Member]
Risk free interest rate	5

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Note 7 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Corporate, Non-Segment [Member]
Accounts payable and accrued expense	$ 461
Accrued interest	25
Accrued payroll	186
Total accounts payable and accrued expenses	$ 672
Operating Segments [Member] | Odor-No-More [Member]
Accounts payable and accrued expense		$ 349
Accrued interest		25
Accrued payroll		185
Total accounts payable and accrued expenses		$ 559

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Note 8 - Noncontrolling Interest - Clyra Medical (Details Textual) - USD ($)				3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 03, 2022	Jun. 30, 2020	Dec. 30, 2015	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2020	Dec. 31, 2021
Debt Conversion, Original Debt, Amount				$ 633,000,000	$ 0
Repayments of Lines of Credit				10,000	24,000
Stock Issued During Period, Value, Issued for Services				17,000	111,000
Stock Issued During Period, Value, New Issues				1,202,000	2,106,000
Clyra Medical [Member]
Stock Issued During Period, Value, New Issues				$ 0	$ 50,000
Shares Issued, Price Per Share (in dollars per share)				$ 310	$ 310
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance (in shares)				648	777		14,004
Clyra Medical [Member] | Employees and Consultants [Member]
Stock Issued During Period, Value, Issued for Services				$ 141,000	$ 161,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)				$ 1.00
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)				10 years
Clyra Medical [Member] | Employees and Consultants [Member] | Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount Rate				30.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				2.32%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate				40.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year)				10 years
Clyra Medical [Member] | Beach House Consulting, LLC [Member]
Consulting Services, Monthly Payment			$ 23,000
Consulting Services, Period of Services (Year)			4 years
Stock Issued During Period, Shares, Issued for Services (in shares)						3,639
Consulting Services, Three Consecutive Month Average Revenue Threshold for Consulting Fees to Accrue							$ 250,000
Stock Issued During Period, Value, Issued for Services							$ 591,000
Clyra Medical [Member] | Revolving Credit Facility [Member] | Vernal Bay Capital Group, LLC [Member] | Inventory Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,000,000				$ 1,000,000
Proceeds from Lines of Credit, Total		260,000
Repayments of Lines of Credit		$ 83,000
Long-Term Line of Credit, Total				$ 177,000
Line of Credit Facility, Covenant, Additional Draws, Maximum Percentage of Total Principal Outstanding Allowed				50.00%
Line of Credit Facility, Covenant, Additional Draws, Minimum Amount Allowed				$ 200,000
Debt Instrument, Interest Rate, Stated Percentage				15.00%
Line of Credit Facility, Monthly Percentage of Gross Product Sales Required to be Used as Payment of Debt after the First 180 Days				60.00%
Stock Issued During Period, Shares, Commitment Fee (in shares)				323
Stock Issued During Period, Value, Commitment Fee				$ 70,000
Conversion of Working Capital Advances into Clyra Medical Common Stock [Member]
Debt Conversion, Original Debt, Amount	$ 633,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)	2,042
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 310
Clyra Medical Technologies [Member]
Noncontrolling Interest, Ownership Percentage by Parent				58.00%

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Note 8 - Noncontrolling Interest - Clyra Medical Common and Preferred Shares Outstanding (Details) - Clyra Medical Technology Inc [Member]	Mar. 31, 2022 shares
Shares, Outstanding (in shares)	89,071
Biolargo [Member]
Shares, Outstanding (in shares)	51,249
Percent	58.00%
Sanatio [Member]
Shares, Outstanding (in shares)	18,704
Percent	21.00%
Other [Member]
Shares, Outstanding (in shares)	19,118
Percent	21.00%

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Note 8 - Noncontrolling Interest - Summary of Accounts Payable and Accrued Expenses (Details) - Clyra Medical [Member] - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts payable and accrued expense	$ 201	$ 149
Accrued interest	0	51
Accrued payroll	3	30
Total accounts payable and accrued expenses	$ 204	$ 230

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Note 9 - Business Segment Information (Details Textual)	3 Months Ended
	Mar. 31, 2022
Number of Operating Segments	4

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Note 9 - Business Segment Information - Segment Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue	$ 965,000	$ 571,000
Intersegment revenue	0	0
Research and development	(392,000)	(327,000)
Operating income (loss)	(1,710,000)	(1,858,000)
Grant income	5,000	30,000
Interest expense	(13,000)	(93,000)
Net loss	(1,544,000)	(1,878,000)
Tangible assets	2,828,000		$ 2,522,000
Operating Lease, Right-of-Use Asset	421,000		453,000
Investment in South Korean joint venture	40,000		48,000
Total	3,289,000		3,023,000
Tangible assets	2,828,000		2,522,000
Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	40,000		48,000
Corporate, Non-Segment [Member]
Revenue	2,000	7,000
Intersegment revenue	(2,000)	(7,000)
Research and development	(265,000)	(336,000)
Operating income (loss)	(1,220,000)	(923,000)
Grant income	0	0
Interest expense	(6,000)	(55,000)
Net loss	(1,226,000)	(978,000)
Tangible assets	788,000		690,000
Operating Lease, Right-of-Use Asset	200,000		222,000
Total	1,028,000		960,000
Tangible assets	788,000		690,000
Corporate, Non-Segment [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	40,000		48,000
Operating Segments [Member] | Odor-No-More [Member]
Revenue	600,000	320,000
Intersegment revenue	(2,000)	0
Research and development	0	0
Operating income (loss)	13,000	(176,000)
Grant income	0	0
Interest expense	0	0
Net loss	187,000	(176,000)
Tangible assets	590,000		451,000
Operating Lease, Right-of-Use Asset	0		0
Total	590,000		451,000
Tangible assets	590,000		451,000
Operating Segments [Member] | Odor-No-More [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	0		0
Operating Segments [Member] | Clyra Segment [Member]
Revenue	10,000	115,000
Intersegment revenue	0	0
Research and development	(16,000)	(2,000)
Operating income (loss)	(240,000)	(439,000)
Grant income	0	0
Interest expense	(7,000)	(38,000)
Net loss	(247,000)	(434,000)
Operating Segments [Member] | Clyra Medical [Member]
Tangible assets	817,000		832,000
Operating Lease, Right-of-Use Asset	0		0
Total	817,000		832,000
Tangible assets	817,000		832,000
Operating Segments [Member] | Clyra Medical [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	0		0
Operating Segments [Member] | BioLargo Engineering, Science & Technologies, LLC [Member]
Revenue	545,000	388,000
Intersegment revenue	(188,000)	(260,000)
Research and development	(108,000)	(105,000)
Operating income (loss)	(35,000)	(183,000)
Grant income	0	0
Interest expense	0	0
Net loss	(35,000)	(183,000)
Operating Segments [Member] | BLEST [Member]
Tangible assets	502,000		445,000
Operating Lease, Right-of-Use Asset	221,000		231,000
Total	723,000		676,000
Tangible assets	502,000		445,000
Operating Segments [Member] | BLEST [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	0		0
Operating Segments [Member] | BioLargo Water [Member]
Revenue	0	8,000
Intersegment revenue	0	0
Research and development	(197,000)	(119,000)
Operating income (loss)	(228,000)	(137,000)
Grant income	5,000	30,000
Interest expense	0	0
Net loss	(223,000)	(107,000)
Tangible assets	177,000		152,000
Operating Lease, Right-of-Use Asset	0		0
Total	177,000		152,000
Tangible assets	177,000		152,000
Operating Segments [Member] | BioLargo Water [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	0		0
Intersegment Eliminations [Member]
Revenue	(192,000)	(267,000)
Intersegment revenue	192,000	267,000
Research and development	194,000	260,000
Operating income (loss)	0	0
Grant income	0	0
Interest expense	0	0
Net loss	0	$ 0
Consolidation, Eliminations [Member]
Tangible assets	(46,000)		(47,000)
Operating Lease, Right-of-Use Asset	0		0
Total	(46,000)		(47,000)
Tangible assets	(46,000)		(47,000)
Consolidation, Eliminations [Member] | Investment in South Korean Joint Venture [Member]
Investment in South Korean joint venture	$ 0		$ 0

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Note 10 - Commitments and Contingencies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Lease, Expense	$ 63,000	$ 56,000
Operating Lease, Weighted Average Remaining Lease Term (Year)	4 years
Lessee, Operating Lease, Liability, to be Paid, Total	$ 670,000
Lessee, Operating Lease, Discount Rate	18.00%
Corporate Office Lease [Member]
Lessee, Operating Lease, Renewal Term (Year)	4 years
Oak Ridge, Tennessee Facility Lease [Member]
Lessee, Operating Lease, Renewal Term (Year)	5 years
Lessee, Operating Lease, Option to Extend Term (Year)	3 years

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Note 11 - Subsequent Events (Details Textual) - USD ($)		3 Months Ended
	Apr. 19, 2022	Mar. 31, 2022	Mar. 31, 2021
Proceeds from Issuance of Common Stock		$ 1,202,000	$ 2,106,000
Subsequent Event [Member] | Warrants Expiring Six Month After Investment Date [Member]
Warrants and Rights Outstanding, Term (Month)	6 months
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.234
Subsequent Event [Member] | Warrants Expiring Five Years After Investment Date [Member]
Warrants and Rights Outstanding, Term (Month)	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.2925
Unit Offering Investment [Member] | Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues (in shares)	3,723,077
Proceeds from Issuance of Common Stock	$ 726,000