blgo20250331

blgo20250331_8k.htm

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): March 31, 2025

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-19709		65-0159115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14921 Chestnut St., Westminster, California		92683
(Address of principal executive offices)		(Zip Code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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	OTCQX

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 7.01 Regulation FD Disclosure.

BioLargo, Inc., presented the slides attached as Exhibit 99.1, which are incorporated herein by reference, on March 31, 2025, at 1:00 PM Pacific Time, at a webcast investor conference. It intends to publish the press release attached as Exhibit 99.2 at approximately 6:00 AM Pacific Time on April 1, 2025.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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, in the slide presentation attached as Exhibit 99.1 to this Current Report, and in the press release attached as Exhibit 99.2 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 the exhibits attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
99.1	Slide deck presentation
99.2	Press release dated April 1, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Date: March 31, 2025	BIOLARGO, INC.

	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

Exhibit 99.1

Exhibit 99.2

Cleantech Innovator BioLargo Reports Record Revenues in 2024 Annual Report

Revenues up 45% over prior year

Westminster, CA – April 1, 2025 – BioLargo, Inc. (OTCQX:BLGO), a company that creates and commercializes sustainable technologies to solve tough environmental and cleantech challenges, announced that its Annual Report reported record revenues and an increase of 45% over prior year (see www.biolargo.com/sec-filings).

“We’re proud to report the tenth year in a row of record revenues in our 10-K filed yesterday,” said Dennis P. Calvert, the company’s President and CEO. “With over $5 million cash generated by our odor control products, we were able to reduce our reliance on equity financing. But, we’re most excited about our emerging products, such as the Clyra surgical products, our water treatment solution for the global PFAS contamination crisis, and our safe, long-lasting battery energy storage technology we call Cellinity.”

BioLargo held an earnings webcast and conference call on March 31, 2025, to discuss results for the year ended December 31, 2024. A recording and transcript of this webcast will be made available at the following link: https://www.biolargo.com/quarterly-webcasts

The following are highlights from BioLargo’s annual report filed with the Securities and Exchange Commission (SEC) on March 31, 2025, and are not a substitute for the details in the Form 10-K, which can be found here (https://www.biolargo.com/sec-filings). All interested parties are encouraged to review the full report filed with the SEC, including the Risk Factors beginning on page 9, to get the most complete information about BioLargo and its growing cleantech business.

Key highlights:

●

Revenues for the year ended December 31, 2024, were $17,779,000, a 45% increase over 2023, which represents the tenth consecutive year of revenue growth

●

Net loss for 2024 was $4,347,000, a 6% decrease year-over-year; of that amount, $3,490,000 was from Clyra Medical’s operations

●

Clyra Medical continues to make progress towards a national rollout of its surgical irrigation products, recently successfully concluding a joint formal inspection of manufacturing capabilities with its distribution partner

●

Non-cash expenses (issuance of stock and stock options) were $2,479,000 (57% of net loss)

●

Company was less reliant on equity financing in 2024, issuing 42% fewer shares of stock in 2024 as compared with 2023

●

At December 31, 2024, stockholders’ equity was $6,056,000, assets were $10,513,000, liabilities were $4,457,000, and the company had $4,489,000 in working capital and $3,548,000 in cash and cash equivalents

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.