0001437749-23-020751.txt : 20230726 0001437749-23-020751.hdr.sgml : 20230726 20230726185514 ACCESSION NUMBER: 0001437749-23-020751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230724 FILED AS OF DATE: 20230726 DATE AS OF CHANGE: 20230726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALVERT DENNIS P CENTRAL INDEX KEY: 0001228572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19709 FILM NUMBER: 231114916 MAIL ADDRESS: STREET 1: 3500 GARRY AVE CITY: SANTA ANA STATE: CA ZIP: 92704 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLARGO, INC. CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14921 CHESTNUT ST. CITY: WESTMINSTER STATE: CA ZIP: 92683 BUSINESS PHONE: 888 400-2863 MAIL ADDRESS: STREET 1: 14921 CHESTNUT ST. CITY: WESTMINSTER STATE: CA ZIP: 92683 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY MEDICAL INC DATE OF NAME CHANGE: 20030205 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY ENERGY INC DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICAN CASINOS INC DATE OF NAME CHANGE: 19960520 4 1 rdgdoc.xml FORM 4 X0508 4 2023-07-24 0000880242 BIOLARGO, INC. BLGO 0001228572 CALVERT DENNIS P 14921 CHESTNUT ST. WESTMINSTER CA 92683 1 1 President 0 Common stock 2023-07-24 4 A 0 50553 0.179 A 9809487 D Includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person. The shares issued are unvested and subject to a Lock-Up Agreement dated as of the issuance date whereby shares vest only upon the earlier of (i) the sale of the Issuer of substantially all of its assets, (ii) the successful commercialization of Issuer's products or technologies as demonstrated by its receipt of at least $10,000,000 in cash, or the recognition of $10,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company's breach of the employment agreement between the Company and Reporting Person and resulting in Reporting Person's termination. Shares received from Issuer in exchange for a reduction in amounts owed by Issuer to Reporting Person for salary and unreimbursed business expenses (equal to the product of the number of shares issued and the acquisition price per share). /s/ John R. Browning, attorney-in-fact 2023-07-26 EX-24 2 calvertpoa.htm calvertpoa.htm

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby constitutes and appoints John R. Browning acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

 

1.

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director or both of BioLargo, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

 

2.

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and

 

 

3.

take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 14th day of February, 2017.

 

 

/S/DENNIS P CALVERT

 

 

By: Dennis P. Calvert