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): June 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 5.07          Submission of Matters to a Vote of Security Holders

BioLargo, Inc. (the “Company”) held its 2025 annual stockholder meeting on June 19, 2025. The following proposals were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:

A quorum was present in person or by proxy. There were no director nominees other than as set forth above. Each director was elected to the Company’s Board of Directors, and each of proposals 2, 3 and 4 were approved, in accordance with Delaware law and the Company’s bylaws. The final voting results are as follows:

Note: under Delaware law and the company’s bylaws, the percentage “for” proposals 2 and 3 are based on the votes present at the meeting in person or by proxy (189,833,808). The percentage “for” proposal 4 (the reverse stock split) are based on the total issued and outstanding shares as of the record date (301,775,373).

For the proposals to approve, on an advisory basis, the compensation of the Company’s named executive officers, prior year final votes are as follows:

Item 7.01 Regulation FD Disclosure.

The Company intends to publish the press release attached as Exhibit 99.1 at approximately 6:30 AM Eastern Time on June 26, 2025.

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 the exhibits 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_834327.htm

BioLargo Announces Results of 2025 Annual Stockholder Meeting

No immediate intention to proceed with a reverse stock split – **** “This vote empowers us to be ready when the time is right.”

Westminster, CA – June 26, 2025 – BioLargo, Inc. (OTCQX:BLGO), a company that creates and commercializes sustainable technologies to solve tough environmental and cleantech challenges, today announced that all matters submitted to a vote of the stockholders at its 2025 annual stockholder meeting were approved. Although the proposal authorizing the company’s board to implement a reverse stock split in a ratio of up to 10-for-1 was approved, the board has no immediate plans to do so, instead intending to do so only in conjunction with an uplisting to Nasdaq or the New York Stock Exchange, and only if needed to meet the minimum price requirement.

BioLargo’s CEO Dennis Calvert commented, “We believe BioLargo is at a pivotal moment in its journey, with momentum building across multiple fronts of our business. As we execute on our commercial strategy, we expect our stock price to increase. In such a scenario, we want to be fully prepared to take the next strategic step—uplisting to a national exchange—to expand our reach and attract institutional investors, enhance trading liquidity, and build a broader base of long-term stockholders. While we currently meet all key qualifications for uplisting except stock price, our Board of Directors believes it's prudent to have the flexibility to act decisively if market conditions align with our growth. This vote empowers us to be ready when the time is right.”

BioLargo filed a Form 8-K with the U.S. Securities and Exchange Commission disclosing the voting results on January 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.