8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2025

Registrant’s telephone number, including area code: (888) 400-2863

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.02 Termination of a Material Definitive Agreement.

BioLargo, Inc., a Delaware corporation (“BioLargo”) and our wholly owned subsidiary, ONM Environmental, Inc., a California corporation (“ONM”) entered into a License Agreement and Preferred Master Manufacturing Agreement (“PMMA”) with Ikigai Holdings, LLC, (“Ikigai”) which were later assigned with permission by Ikigai to Pooph Inc., a Nevada corporation (“Pooph”) whereby Pooph was granted an exclusive, royalty-bearing license under the BioLargo’s patents, trade secrets, and know-how, to make, use, sell, offer for sale, export, and import “licensed products” that reduce and eliminate odors caused by household pets.

On June 6, 2025, the PMMA was amended to allow Pooph to pay past due amounts of $1,378,141 in royalties and $2,385,468 on product invoices through a weekly payment plan bearing 10% interest and maturing July 3, 2026 (the “PMMA Amendment”). The PMMA Amendment also modified payment and invoicing terms on existing and future product purchase orders, and allowed BioLargo to withhold product if the payment terms were not met.

On September 24, 2025, BioLargo and ONM delivered notice to Pooph that the grant of license was immediately revoked due to Pooph’s failure to pay royalties, and that it was terminating the License Agreement in its entirety with 150 days’ notice. The notice further advised that Pooph is not allowed to market or sell products that incorporate, use, or are based on, in whole or in part, BioLargo’s patents and proprietary information, including but not limited to know-how, disclosed to Pooph, and that absent reinstatement of the grant of license, Pooph must immediately stop marketing and selling any such products in its possession, custody or control (or sold through market portals or platforms such as Amazon).

In a letter dated September 19, 2025, Pooph indicated that it has been working to independently develop a new formula for Pooph-branded products (which BioLargo contends was done without its knowledge or consent), that it will no longer be ordering products from BioLargo, and that it will continue submitting royalty reports with respect to sales of remaining inventory purchased from BioLargo but it will not be accruing future royalty obligations to BioLargo. Additionally, the letter advised that Pooph was terminating the PMMA, citing BioLargo’s refusal to deliver products. BioLargo disagrees with this claim because the PMMA Amendment allowed BioLargo to withhold product if Pooph failed to keep current in its weekly payment plan, which it did not. BioLargo believes the PMMA termination is a breach of contract, among others, by Pooph.

Item 2.06 Material Impairment.

On its balance sheet at June 30, 2025, BioLargo included as an asset a “note receivable” in the amount of $3,486,000 representing the amount due by Pooph Inc. for royalties and product invoices in accordance with the PMMA Amendment. Given the termination of the License Agreement and PMMA as set forth in Item 1.02 above, BioLargo management is considering impairing the fair value of the note receivable asset. While it has not made such determination at this time, it expects the impairment to be substantial.

Item 7.01 Regulation FD Disclosure.

On September 25, 2025, BioLargo, Inc. published the press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading “Safe Harbor Act” in Exhibit 99.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_864367.htm

Exhibit 99.1

BioLargo protects its intellectual property, revokes Pooph license due to failure to pay and other contract breaches

Subtitle: Pooph owes BioLargo $3.8 million

Westminster, CA – September 25, 2025 – BioLargo, Inc. (OTCQX:BLGO), a cleantech innovator that creates and commercializes sustainable technologies, today announced that it had revoked the technology license granted to Pooph Inc. (“Pooph”) and was terminating the license agreement, after Pooph failed to meet its contractual obligations, including payments owed to BioLargo totaling approximately $3.8 million. BioLargo’s formal notice advised that Pooph is no longer allowed to market or sell products that incorporate, use, or are based on, in whole or in part, BioLargo’s patents and proprietary information, including but not limited to know-how, disclosed to Pooph, and that absent reinstatement of the grant of license, Pooph must immediately stop marketing and selling any such products in its possession, custody or control (or sold through market portals or platforms such as Amazon).

Pooph’s emergence as a nationally recognized consumer brand was made possible by BioLargo’s products, technical and commercial know-how, extensive market experience, and the collaborative business relationship between the parties. Powered by BioLargo’s proprietary technology, Pooph products reached more than $50 million in annual sales and earned tens of thousands of positive customer reviews.

Looking Forward

BioLargo remains fully committed to advancing its broad portfolio of technologies, products, and services. Our commercial efforts continue to focus on delivering transformative solutions in infection control and wound care, breakthrough technologies for managing “forever chemicals,” and innovative battery systems. We remain steadfast in protecting our intellectual property and expanding the reach of our proven odor-control technology into new markets—providing consumers with safe, effective, and environmentally friendly products.

“Our science has been validated in the marketplace at scale,” said Dennis P. Calvert, CEO of BioLargo. “While we regret the outcome of this relationship, we remain confident in the strength of our technology and the significant opportunities ahead. Our duty is to our shareholders, our partners, and the integrity of our work—and we will continue to build on this proven success.”

BioLargo filed a Form 8-K with the U.S. Securities and Exchange Commission on September 25, 2025 (https://www.biolargo.com/sec-filings).

About BioLargo, Inc.

BioLargo, Inc. (OTCQX:BLGO) is a cleantech and life sciences innovator and engineering services solution provider. Our core products address PFAS contamination, achieve advanced water and wastewater treatment, control odor and VOCs, improve air quality, enable energy-efficiency and safe on-site energy storage, and control infections and infectious disease. Our approach is to invent or acquire novel technologies, develop them into product offerings, and extend their commercial reach through licensing and channel partnerships to maximize their impact. See our website at www.BioLargo.com.

Contact Information

Dennis P. Calvert

President and CEO, BioLargo, Inc.

888-400-2863

Safe Harbor Act

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation those about BioLargo’s (the “Company”) expectations regarding anticipated revenue; and plans for future operations. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties include without limitation: the effect of regional economic conditions on the Company’s business, including effects on purchasing decisions by consumers and businesses; the ability of the Company to compete in markets that are highly competitive and subject to rapid technological change; the ability of the Company to manage frequent introductions and transitions of products and services, including delivering to the marketplace, and stimulating customer demand for, new products, services, and technological innovations on a timely basis; the dependency of the Company on the performance of distributors of the Company’s products. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.