BioLargo, Inc. (OTCMKTS:BLGO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Employment Agreement
On May 2, 2017, BioLargo, Inc. (the Company) and its President
and Chief Executive Officer Dennis P. Calvert entered into an
employment agreement (the Calvert Employment Agreement),
replacing in its entirety the previous employment agreement with
Mr.Calvert dated April 30, 2007.
The Calvert Employment Agreement provides that Mr.Calvert will
continue to serve as the President and Chief Executive Officer of
the Company and receive base compensation equal to his current
rate of pay of $288,603 annually. In addition to this base
compensation, the agreement provides that he is eligible to
participate in incentive plans, stock option plans, and similar
arrangements as determined by the Companys Board of Directors,
health insurance premium payments for himself and his immediate
family, a car allowance of $800 per month, paid vacation of four
weeks per year, and bonuses in such amount as the Compensation
Committee may determine from time to time.
The Calvert Employment Agreement provides that Mr.Calvert will be
granted an option (the Option) to purchase 3,731,322 shares of
the Companys common stock. The Option shall be a non-qualified
stock option, exercisable at $0.45 per share, which represents
the market price of the Companys common stock as of the date of
the agreement, exercisable for ten years from the date of grant
and vesting in equal increments over five years. Notwithstanding
the foregoing, any portion of the Option which has not yet vested
shall be immediately vested in the event of, and prior to, a
change of control, as defined in the Calvert Employment
Agreement. The agreement also provides for a grant of 1,500,000
shares of common stock, subject to the execution of a lock-up
agreement whereby the shares remain unvested unless and until the
earlier of (i) a sale of the Company, (ii) the successful
commercialization of the Companys products or technologies as
demonstrated by its receipt of at least $3,000,000 in cash, or
the recognition of $3,000,000 in revenue, over a 12-month period
from the sale of products and/or the license of technology, and
(iii) the Companys breach of the employment agreement resulting
in his termination. The Option contains the other terms standard
in option agreements issued by the Company, including provisions
for a cashless exercise.
The Calvert Employment Agreement has a term of five years, unless
earlier terminated in accordance with its terms. The Calvert
Employment Agreement provides that Mr.Calverts employment may be
terminated by the Company due to his death or disability, for
cause, or upon a merger, acquisition, bankruptcy or dissolution
of the Company. Disability as used in the Calvert Employment
Agreement means physical or mental incapacity or illness
rendering Mr.Calvert unable to perform his duties on a long-term
basis (i)as evidenced by his failure or inability to perform his
duties for a total of 120 days in any 360-day period, or (ii)as
determined by an independent and licensed physician whom Company
selects, or (iii)as determined without recourse by the Companys
disability insurance carrier. Cause means that Mr. Calvert has
(i) engaged in willful misconduct in connection with the Companys
business; or (ii) been convicted of, or plead guilty or nolo
contendre in connection with, fraud or any crime that
constitutes a felony or that involves moral turpitude or theft.
If Mr.Calverts employment is terminated due to merger or
acquisition, then he will be eligible to receive the greater of
(i)one years compensation plus an additional one half year for
each year of service since the effective date of the employment
agreement or (ii)one years compensation plus an additional one
half year for each year remaining in the term of the agreement.
Otherwise, he is only entitled to receive compensation due
through the date of termination.
The Calvert Employment Agreement requires Mr.Calvert to keep
certain information confidential, not to solicit customers or
employees of the Company or interfere with any business
relationship of the Company, and to assign all inventions made or
created during the term of the Calvert Employment Agreement as
work made for hire.
Exercise of 2007 Stock Option
On April 30, 2017, Mr. Calvert delivered a notice of exercise of
3,866,630 shares to his stock option agreement dated April 30,
2007. The exercise price was $0.18 per share, and the Company
issued 2,501,937 shares, calculated by multiplying the difference
between the market price of $0.51 and the exercise price of $0.18
with the number of shares exercised, and dividing that amount by
the market price. The remaining 3,866,629 shares available for
purchase under the option agreement expired unexercised.
to a lock-up agreement dated April 30, 2017, Mr. Calvert agreed
to restrict the sales of the shares received until the earlier of
(i) the consummation of a sale (in a single transaction or in a
series of related transactions) of the Company by means of a sale
of (a) a majority of the then outstanding common stock (whether
by merger, consolidation, sale or transfer of common stock,
reorganization, recapitalization or otherwise) or (b) all or
substantially all of its assets; and (ii) the successful
commercialization of the Companys products or technologies as
demonstrated by its receipt of at least $3,000,000 in cash, or
the recognition of $3,000,000 in revenue, over a 12-month period
from the sale of products and/or the license of technology; and
(iii) the Companys breach of the employment agreement between the
Company and Calvert dated May 2, 2017 and resulting in Calverts
termination.
Item 9.01 Financial Statements and Exhibits
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4.1 |
Option to purchase common stock issued to Dennis P. Calvert |
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10.1 |
Employment Agreement dated May 2, 2017. |
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10.2 |
Lock-Up Agreement dated April 30, 2017. |
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10.3 |
Lock-Up Agreement dated May 2, 2017. |
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Management contract or compensatory plan, contract or |
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. BioLargo, Inc. (OTCMKTS:BLGO) Recent Trading Information
BioLargo, Inc. (OTCMKTS:BLGO) closed its last trading session down -0.055 at 0.470 with 157,354 shares trading hands.