BioLargo, Inc. (OTCMKTS:BLGO) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities
On July 2, 2018, the holders of two one-year notes in the aggregate principal amount of $280,000, which were due to mature on July 18, 2018, tendered an offer to the Company to convert 50% of the balance due on the outstanding notes into shares of our common stock in lieu of receiving cash. We (BioLargo, Inc., the “Company”) accepted the offer and agreed to convert the principal balance of $280,000 and $8,400 outstanding interest into an aggregate 1,153,600 shares of our common stock, at $0.25 per share. The notes were issued July 18, 2017, and originally provided for a conversion price of $0.42 per share.
All of these offerings and sales were made in reliance on the exemption from registration contained in Section4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.
Item 8.01 Other Events
On June 5, 2018, the holder of a nine-month note in the principal amount of $150,000 maturing October 16, 2018 submitted a notice to convert $50,000 due on the note for $0.25 per share. The note was originally convertible at $0.394 per share, and contained provisions that would lower the conversion price to the lowest price offered by the Company while the notes were outstanding. Therefore, the conversion price was reduced to the terms of the note as a result of subsequent sales by the Company of its common stock at $0.25 per share. The Company issued 200,000 shares of its common stock. These shares were registered with the Securities and Exchange Commission (“SEC”) on Form S-1 filed and effective February 8, 2018, which registered a total of 394,949 shares on behalf of this noteholder. Of the amount converted, $2,877 was outstanding interest, and $47,123 was principal. On June 8, 2018, the holder submitted a second notice, to convert $47,123.29 due on the note. The Company issued 194,949 shares of its common stock. These shares were registered with the SEC on Form S-1 filed and effective February 8, 2018. Of the amount converted, $99 was outstanding interest, and $48,639 was principal. Following this conversion, the principal amount of $54,238 remains due on the note.
On June 5, 2018, the holder of a nine-month note in the principal amount of $500,000 maturing September 18, 2018 submitted a notice to convert $25,000 due on the note for $0.25 per share. The note was originally convertible at $0.394 per share. The conversion price was reduced to the terms of the note as a result of subsequent sales by the Company of its common stock at $0.25 per share. The Company issued 100,000 shares of its common stock. These shares were registered with the SEC on Form S-1 filed and effective February 8, 2018. Of the amount converted, $11,575 was outstanding interest, and $13,425 was principal. Following this conversion, the principal amount of $486,575 remains due on the note.
Item 9.01 Exhibits
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Incorporated by Reference Herein |
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Exhibit Number |
Exhibit Description |
Form |
File Date |
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4.01 |
Form of One-Year Note issued July 2017 |
Form 10-Q |
8/14/2017 |
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4.02 |
Note, dated as of December 14, 2017, by and between BioLargo, Inc. and Vista Capital Investments, LLCmaturing September 18, 2018. |
Form 8-K |
12/22/2017 |
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4.03 |
Amendment, dated as of December 18, 2017, by and between BioLargo, Inc. and Vista Capital Investments, LLCmaturing September 18, 2018. |
Form 8-K |
12/22/2017 |
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4.04 |
Note, dated as of January 16, 2018, by and between BioLargo, Inc. andFirstFire Global Opportunity Fund, LLCmaturing October 16, 2018. |
S-1 |
1/17/2018 |
| 99.1* | Press release dated July 9, 2018 |
* Filed herewith
BIOLARGO, INC. ExhibitEX-99.1 2 ex_117550.htm EXHIBIT 99.1 ex_117550.htm Exhibit 99.1 BioLargo continuing to improve balance sheet by converting debt to equity Westminster,…To view the full exhibit click here
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.
