Biolargo, Inc 8-K, filed Jun 7, 2022
Biolargo, Inc. (BLGO)
About this 8-K
Biolargo, Inc filed this 8-K on June 7, 2022, reporting on events of June 2, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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OTCQB
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1.
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To elect the following seven individuals to our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, John S. Runyan and Jack B. Strommen.
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2.
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Advisory approval of the Company’s executive compensation.
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3.
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To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the 2022 fiscal year.
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4.
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To authorize the Company’s board of directors to amend our Certificate of Incorporation to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-4 and not more than 1-for-25, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors.
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5.
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To approve an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock from 400,000,000 to 550,000,000 shares, the implementation and timing of such to be determined in the discretion of our board of directors.
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Proposal One
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Votes For
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Votes
Withheld
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Total Votes (For
+ Withheld)
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Broker Non-
Vote
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Dennis P. Calvert
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93,563,390
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2,758,755
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96,322,145
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57,328,090
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Kenneth R. Code
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93,629,593
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2,692,552
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96,322,145
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57,328,090
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Dennis E. Marshall
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93,598,119
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2,724,026
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96,322,145
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57,328,090
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Joseph L. Provenzano
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93,640,611
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2,681,534
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96,322,145
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57,328,090
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Kent C. Roberts II
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93,581,063
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2,741,082
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96,322,145
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57,328,090
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John S. Runyan
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93,618,040
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2,704,105
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96,322,145
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57,328,090
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Jack B. Strommen
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93,732,717
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2,589,428
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96,322,145
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57,328,090
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Proposals 2 - 5
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Votes For
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Votes Against
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Votes Abstain
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Total Votes
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Broker Non-
Vote
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2
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84,305,241
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9,841,157
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2,175,747
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96,322,145
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57,328,090
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3
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151,198,319
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1,788,660
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663,256
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153,650,235
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-
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4
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136,164,233
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16,722,535
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763,467
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153,650,235
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-
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5
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122,524,686
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28,292,626
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2,832,923
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153,650,235
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-
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Year
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-
Vote
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2018
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34,117,919
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1,102,804
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247,388
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35,954,467
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2019
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41,886,128
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1,486,549
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7,956,269
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44,918,490
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2020
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72,180,828
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2,950,599
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1,752,675
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47,142,003
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2021
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87,066,389
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3,646,737
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2,462,756
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43,453,003
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Exhibit No.
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Description
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3.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Date: June 7, 2022
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BIOLARGO, INC.
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By:
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/s/ Dennis P. Calvert
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Dennis P. Calvert
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President and Chief Executive Officer
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Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BIOLARGO, INC.
BioLargo, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST, that the Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 19, 1991.
SECOND, that the Corporation’s Certificate of Incorporation, as amended, authorizes the Corporation to issue 450,000,000 shares of capital stock, 400,000,000 of which shall be common stock, and 50,000,000 shares of which shall be preferred stock.
THIRD, that its annual meeting of stockholders, duly held on June 2, 2022, wherein a quorum of stockholders were present, a majority of stockholders attending the meeting approved a resolution granting authority to the Corporation’s Board of Directors to amend the Corporation’s Certificate of Incorporation to increase the number of shares of common stock which the Corporation is authorized to issue from 400,000,000 to 550,000,000 shares, the implementation and timing of such to be determined in the discretion of the Board of Directors.
FOURTH, that at the annual meeting of the Board of Directors of the Corporation, duly held on June 2, 2022, wherein a quorum of directors was present, having been granted authority by the stockholders to do so, the Board of Directors unanimously adopted a resolution to amend the Corporation’s Certificate of Incorporation to increase the number of shares of common stock which the Corporation is authorized to issue from 400,000,000 to 550,000,000 shares.
FIFTH, that Article FOURTH of the Certificate of Incorporation of the Corporation be, and it hereby is, amended such that the number of shares of common stock which the Corporation is authorized to issue is 550,000,000 shares, and the total number of shares of capital stock which the Corporation is authorized to issue is 600,000,000 shares, including 50,000,000 shares of which shall be preferred stock.
SIXTH, that said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said BioLargo, Inc. has caused this certificate to be signed by Dennis P. Calvert, its President, this 6th day of June, 2022.
/s/Dennis P Calvert
Signed: ______________________________________
Dennis P. Calvert, President
BioLargo, Inc.