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): November 14, 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 8.01 Other Events

On November 14, 2025, two officers of BioLargo Inc. agreed to convert an aggregate $99,901 of unpaid salary and unreimbursed business expenses into shares of BioLargo Inc. common stock at a price-per-share equal to the closing price of BioLargo's common stock on November 14, 2025 of $0.16. An aggregate 624,383 shares were issued to the two officers. The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby the shares are locked-up and restricted from sale until BioLargo Inc. reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual), or its market capitalization exceeds $300 million, or it undergoes a "change in control".

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_889888.htm

Exhibit 10.1

LOCK-UP AGREEMENT

This Lock-Up Agreement (“Agreement”) is made and entered into as of November 14, 2025, between BioLargo, Inc., a Delaware corporation (“BioLargo” or “Company”) and [-] (“Stockholder”), with respect to the following facts:

RECITALS

A.    As of the date hereof, the Company owes Stockholder $[-];

B.    Stockholder has agreed to accept [-] shares of common stock (the “Shares”) as payment, which amount was calculated based on the amount owed divided by the closing price of the Company’s common stock $[-] on [-], in accordance with the plan adopted by the Company to pay outstanding payables; and

C.    The Company, in an effort to ensure Stockholder’s continued service to the Company, desires that the Shares be subject to the restrictions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows.

1.    Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Stockholder covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares (collectively, the “Restrictions”) until one of the following conditions is met: (i) the Company reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual); (ii) the Company market capitalization, as determined by multiplying its stock price times the number of issued and outstanding shares of common stock, exceeds $300 million; (iii) a “change in control” event in the Company occurs (“change in control” defined by Item 5.01 on Form 8-K).

2.    Permitted Transfers. Notwithstanding the foregoing, Stockholder may transfer (a “Permitted Transfer”) the Shares by will or intestate succession upon death, or to a trust for which he is a trustee.

3.    Vesting. The Shares are unvested at time of grant, and shall only vest upon removal of the Restrictions set forth in Paragraph 1.

4.    Compliance with Securities Laws.

(a)         Stockholder acknowledges and agrees that none of the Shares will be registered, and none of Shares will have registration rights. All certificates evidencing the BioLargo will bear a legend substantially in the following form:

THESE SECURITIES ARE SUBJECT TO A LOCK-UP AGREEMENT PROHIBITING THEIR TRANSFER.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.

(b)         Notwithstanding anything contained in this Agreement to the contrary, no Permitted Transfer shall take place, and the Company shall not recognize any otherwise Permitted Transfer on the books and records of the Company, including without limitation its stock ledger, and shall not recognize a transferee of any otherwise Permitted Transfer as a stockholder of the Company, without full compliance with Federal and applicable state securities laws, including without limitation the furnishing of opinions requested by the Company.

5.    Further Assurances. The parties hereto shall execute, acknowledge and deliver any further documents, instruments, or other assurances and shall take any other action consistent with the terms of this Agreement that may be reasonably requested by any other party or its counsel for the purpose of confirming or effectuating any of the provisions provided by, and transactions contemplated and permitted by, this Agreement.

6.    Binding Effect. This Agreement and any amendment hereto, shall be binding upon the parties hereto, their successors, heirs, next of kin, executors, administrators, personal representatives, legal representatives, assignees, creditors, including receivers, and all other persons.

7.    Attorneys’ Fees. In any legal proceeding arising out of this Agreement, including with respect to any instrument, document or agreement made under or in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees and expense.

8.    Entire Agreement. This Agreement, and any related agreement referred to herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes and replaces all prior understandings and agreements between the parties hereto, whether written or oral, express or implied, with respect to the subject matter hereof.

9.    Amendment and Modification. This Agreement may be amended or modified at any time or times only by unanimous written agreement of all parties to this agreement.

10.    Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Further, if a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable as written, such court may interpret, construe, rewrite or revise such provision, to the fullest extent allowed by law, so as to make it valid and enforceable consistent with the intent of the parties hereto.

11.    Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each of which shall be deemed to be an original as against any party hereto whose signature appears hereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

IN WITNESS WHEREOF, each of the parties hereto have executed this Lock-Up Agreement, to be effective as of the date first written above.

BIOLARGO, INC.

/s/

By:______________________________

Joseph L. Provenzano, Secretary

_______________________

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