8-K

--12-31

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 2, 2022

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

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):

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 5.03          Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2022, the Board of Directors of BioLargo, Inc. (“BioLargo”, or the “Company”), following authorization granted by the Company’s stockholders at the 2022 annual stockholder meeting, adopted a resolution amending the Company’s Certificate of Incorporation increasing the number of shares of common stock issuable by the Company to 550,000,000 shares. An amended Certificate of Incorporation was submitted to the Secretary of State of Delaware on June 7, 2022. The amendment is effective immediately.

Item 5.07          Submission of Matters to a Vote of Security Holders

BioLargo held its 2022 annual stockholder meeting on June 2, 2022. 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. Each matter was approved. The voting results are as follows:

There were no director nominees other than as set forth above. For the Advisory Approval of Executive Compensation, prior year votes are as follows:

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_384370.htm

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 6^th^day of June, 2022.

/s/Dennis P Calvert

Signed: ______________________________________

Dennis P. Calvert, President

BioLargo, Inc.