BioLargo, Inc. (OTCMKTS:BLGO) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 29, 2019, BioLargo, Inc. (the “Company”) closed a private securities offering through which it offered twelve-month promissory notes at a 25% original issue discount (“Twelve-Month OID Note”) and stock purchase warrants (“Warrant”) to accredited investors. The Company received subscriptions in an aggregate total of $1,835,000. Once the investments are fully processed, the Company expects to issue promissory notes in the aggregate principal amount of $2,293,750. Each OID note matures twelve months from the date of issuance, and accrues interest at an annual rate of 5%. It may be converted by the investor at any time at $0.17 per share, subject to adjustment in the event the Company issues a fixed-price convertible note at a lower conversion rate, or conducts an equity offering at a per-share price less than the conversion price. The Company may prepay the notes at any time upon 10 days’ notice to the investor, during which time they may convert the note to stock, and must prepay the notes upon conclusion of a securities offering in which at least $3.5 million is raised. In the event such an offering is not concluded prior to the maturity date of the note, or the note is not otherwise paid in full, the Company shall redeem the Note at maturity by issuing the number of shares of common stock equal to the outstanding balance divided by the lower of (i) the current conversion price and (ii) seventy percent (70%) of the lowest daily volume weighted average price during the 25 trading days immediately preceding the conversion.
In addition to the note, each investor will receive a warrant to purchase BioLargo common stock for $0.25 per share, expiring 5 years from the date of issuance (the “Warrant”). The number of shares purchasable under the warrant is equal to the 75% of the principal balance of the note divided by .17. If the warrant shares are not registered within 18 months of the warrant issue date, the warrant will allow for a cashless exercise. Once the investments are fully processed, the Company expects to issue warrants to purchase approximately 10.2 million shares.
In addition to the foregoing, two holders of a secured line of credit issued in 2018, in the aggregate principal amount $180,000, converted the principal amount of their investment into Twelve-Month OID Notes and Warrants under the terms of the above-described offering. Once the investments are fully process, the Company anticipates issuing notes in the principal amount of $225,000, and warrants to purchase 992,647 shares.
On July 29, 2019, Tangiers Global, LLC, elected to convert $330,000 principal amount and $39,600 accrued interest due on its promissory note issued January 31, 2019, into 2,640,000 shares of common stock. On August 2, 2019, Tangier’s invested an additional $350,000 and, once the investment is processed, will receive a promissory note with the same terms and conditions as the Twelve-Month OID Note described above in the principal amount of $437,500, and a stock purchase with the same terms and conditions as those issued to the Twelve-Month OID Note investors, allowing for the purchase of 1,930,147 shares.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 is incorporated herein by this reference as though fully set forth.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2019 annual stockholder meeting on July 31, 2019. The following matters 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:
For the Advisory Approval of Executive Compensation, prior year votes are as follows:
* Filed hereto.
BIOLARGO, INC. Exhibit
EX-10.1 2 ex_152782.htm EXHIBIT 10.1 ex_152782.htm Exhibit 10.1 SAMPLE CONVERTIBLE PROMISSORY NOTE – OID THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About BioLargo, Inc. (OTCMKTS:BLGO)
BioLargo, Inc. is a provider of platform technologies. The Company’s products are used to eliminate contaminants that threaten the water, health and quality of life. Its technology has commercial applications within several industries. The Company focuses on four areas: water treatment; industrial odor control applications; commercial, household and personal care products (CHAPP), and advanced wound care. Its AOS Filter combines iodine, water filter materials and electrolysis within a water filter device. It generates oxidation potential in order to oxidize and breakdown or otherwise eliminate, soluble organic contaminant, which are found in contaminated water. Its CupriDyne formula is used to deliver iodine within products. The Isan System is an automated iodine dosing system, which features controlled measuring, flow control, dosing and iodine extraction and removal technology, as well as an automatic tracking system that delivers iodine in calibrated doses.