biolargo, inc. (blgo) - sap super absorbent polymer

by:Demi     2019-08-24
biolargo, inc. (blgo)  -  sap super absorbent polymer
OnFebruary 2018333-
222572 the State Securities and Exchange Commission of the main executive office of the registrant, including the area code). /Gerard L. Oskam, Esq.
☐☐☐☐Or emerging growth companies.
See the definition of "large accelerated reporting companies", "Small reporting companies" and "emerging growth companies" in rule 12b
2 of the Trading Act.
☐☐☐: X☐☐The stock price to be registered (1)
Maximumaggready offeringprice (1)
Registration fee (2)
Common stock with a par value of $0.
00067 per share, besoldby, shareholders for sale, 319,8830.
41 The registration fee is estimated to be calculated only under rule 457 (a)and (c)
Under the revised Securities Law of 1933. (2)
Registration fee of $210.
19 was paid before.
Shall thereafter take effect under Section 8 (a)
Subject to the provisions of the Securities Act of 1933, acting in accordance with Section VIII above, or before the effective date of the registration declaration, the Securities and Exchange Commission (a)Can be determined.
These securities shall not be sold until the registration declaration submitted to the Securities and Exchange Commission takes effect.
This prospectus is not an offer to sell these securities, nor is it an offer to buy them in any state that does not allow an offer or sale.
4, 319,883 shares of common stock capital in February 7, 2018 "), (ii)
Global Opportunity Fund Limited“FirstFire”), (iii)
Montenegro Stock Limited, (
"Montenegro "), and (iv)
Gemini main Fund LP (“Gemini”).
In this prospectus, we sometimes collectively refer to Vista Capital, first fire, Black Mountain, and Gemini as "sales shareholders" or as "sales shareholders" separately ". ”o with Vista. (
For a description of the agreement, see "Vista Capital transactions" below, see "Selling Shareholders" for more information on Vista Capital ". )
The following is a description of the agreement and the first fire deal for "selling shareholders" to get more information about the first fire. )
2016. December 30, 2016 and July 18, 2017.
For a description of these agreements, see "Black Mountain/Gemini deal" below, see "Selling Shareholders" for more information on Black Mountain and Gemini ". s.
If the warrants are exercised, we may receive proceeds totaling up to $820,000.
The United States may sell the common stock described in this prospectus in a variety of different ways and at different prices.
For more information on how the selling shareholder sells shares of common stock registered under this prospectus, see the "issuance plan ".
Each sales shareholder can be considered as an "underwriter" in the second quarter "(a)(11)
The revised Securities Law of 1933.
Since January 23, 2008, our common stock has been quoted on the off-site market "OTCQB (
Previously referred to as "OTC bulletin board" and referred to as "OTC market" in this prospectus ")
Under the trade symbol "BLGO.
"On February 5, 2018, our last report of common stock on the OTC market was priced at $0. 32.
Before buying our common stock
On February 7, 2018, RWARD look statements discussed and analyzed the financial situation and results of operating stocks-information not required in PROSPECTUSFebruary 7, 2018, we expect our affairs
In addition to the offer contained in this prospectus, we do not authorize any person to provide any information or make any statements.
If anyone provides you with any information or statements relating to this offer, please do not use them as information authorized by us.
This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person who makes an illegal offer.
Prospectus, you should read this complete prospectus carefully, including the financial statements and the relevant instructions at the beginning of the F-page1.
When we mention "BioLargo", "company", "we" and "our" in the prospectus, we mean BioLargo company
Delaware corporation and its subsidiaries, BioLargo Life Technologies, Inc.
A California company, smellsNo-More, Inc.
BioLargo Water, Inc. , California, United States of America
A company in California
BioLargo Water, Inc.
Canadian company)
BioLargo maritime Solutions Limited
California company BioLargo development
, California company, BioLargo Engineering, Science & Technology Co. , Ltd. , Tennessee Co. , Ltd. and Clyra Medical Technology Co. , Ltd.
A company in California
This prospectus contains Forward
Statements and information related to BioLargo.
See page 12 "warning notes on forward-looking statements ".
It's a company in Delaware.
Chestnut Street 14921
Westminster, California 92683.
Our phone number is949)643-9540.
Vista protocol ")
And the registration rights agreement ("Vista RRA ")
With Vista Capital and issue convertible notes (
"Vista Note ")
Paid to Vista Capital at an annual interest rate of 500,000, with a total principal of $ 5% and convertible into the company's common stock for $0.
Pursuant to the terms set out in the Vista agreement and the Vista notes and certain restrictions and conditions, £ 394 per share.
Vista Note will expire on September 18, 2018.
Vista promised shares ").
1,316,668 ordinary shares have been reserved for issuance after conversion of Vista Note.
According to Vista RRA, we agree to submit a registration statement to the Securities and Exchange Commission (the “SEC”)
Register all shares of common stock convertible for Vista notes and Vista committed shares.
The Vista agreement requires the issuance of additional Vista committed shares in the event of the closing price of our common stock, at an earlier time on the date the registration statement is deemed to be effective, and 20 trading days after the six trading days
The anniversary of Vista Note is lower than the closing price on December 18, 2017 (which was $0. 41).
In this case, additional Vista committed shares will be issued, making the total amount of Vista committed shares issued the same value as the shares issued in December 18, 2017.
Qualified investors "(
Such terms are defined in Rule 501 (a)
Under Article D of the revised Securities Law of 1933).
Vista Note, Vista agreement and Vista RRA contain customary statements, warranties, agreements and conditions, including the rights and obligations of the parties to compensation.
Due to Vista Note, the proceeds received by the company will be used for working capital and general company purposes.
First Fire Agreement ")
And the registration rights agreement (
"First fire RRA ")with FirstFire. First note ")
At an annual interest rate of 150,000, the total principal amount is $ 5%, which can be converted into ordinary shares of the company for the amount of $0.
Under the terms set out in the first fire agreement and the first fire note and certain restrictions and conditions, 394 per share.
FirstFire can be described at any time.
If the Company's common stock is traded at $0 per share, the company may need to convert the first fire note.
75 or more of the 10 trading days before the mandatory conversion, the shares on which the conversion is based must submit a valid registration statement to the SEC.
The first fire bill will expire on October 16, 2018.
Fire commitment shares ")
Cost as a commitment.
Re Note, the company retained 394,949 shares of common stock for issuance at the time of conversion.
According to first fire RRA, we agree to submit a registration statement to the SEC to register all shares of common stock and first fire committed shares convertible by first fire Note.
The first fire agreement requires that additional first fire commitment shares be issued in the event of the closing price of our common stock, at an earlier time on the date on which the registration statement is deemed to be effective, and 20 trading days after six trading days.
The first one-month anniversary of the fire note was lower than the closing price on January 16, 2018.
In this case, additional first fire commitment shares will be issued, giving the total amount of the first fire commitment shares issued the same value as those issued in January 16, 2018.
Qualified investors "(
Such terms are defined in Rule 501 (a)
Under Article D of the revised Securities Law of 1933).
The first fire instructions, the first fire-fighting agreement and the first fire-fighting RRA contain customary statements, guarantees, agreements and conditions, including the rights and obligations to compensation of both parties.
G capital and general corporate purpose.
Issued at 3% a year.
At the same time, we issued stock warrants to these investors to purchase 400,000 shares of our common stock, which could initially be exercised at $0.
£ 65 per share, due within five years from the date of grant.
With some exceptions, if we sell common stock or issue warrants at a lower price, the exercise price of the stock purchase warrants may be lowered.
Both Heishan and Gemini exercised their right to convert promissory notes to common stock, and on January 17, 2017, we issued a total of 640,889 shares, paying in full the principal and interest due under the notes.
The fee charged at the time of issue is £ 3% per year.
At the same time, we issued stock warrants to these investors to purchase 400,000 shares of our common stock, which could initially be exercised at $0.
£ 75 per share, due within five years from the date of grant.
With some exceptions, if we sell common stock or issue warrants at a lower price, the exercise price of the stock purchase warrants may be lowered.
Both Heishan and Gemini exercised their right to convert promissory notes to common stock, and on July 20, 2017, we issued a total of 686,667 shares, paying in full the principal and interest due under the notes.
We received $250,000 and issued a convertible promissory note (
Initially convertible $0. 42 per share)
The due date is from July 8, 2018 to Montenegro and Gemini, with a total principal of $280,000.
The interest charged at the time of issue is 3% per year.
At the same time, we issued stock warrants to these investors to purchase 400,000 shares of our common stock, which could initially be exercised at $0.
£ 65 per share, due within five years from the date of grant.
With some exceptions, if we sell common stock or issue warrants at a lower price, the exercise price of the stock purchase warrants may be lowered.
The minimum price for our sale of shares, and the increase in the number of shares that can be exercised under the warrants, keep the dollar amount required for the full exercise of each warrant unchanged.
So, for example, on July 2016, we issued a total of 400,000 warrants to Montenegro and Gemini, which can be exercised at a price of $0. 65 per share.
Buy 400,000 shares for $0.
65 $260,000 to be paid to BioLargo.
The exercise price of these warrants has now dropped to $0.
At 394 shares per share, the number of shares that BioLargo can issue when exercising these warrants has increased from 400,000 shares to 659,998 shares.
E. The number of shares that could be purchased under the warrants increased by 881,216 per cent to a total of 2,081,216 shares.
We have issued mmit shares under the first fire agreement.
If all 4,319,883 shares provided by the selling shareholder under this prospectus have been issued and issued on the date of publication of this prospectus, the shares will represent 3 shares.
4% and 4 of the total outstanding shares of our common stock.
9% of the total number of outstanding shares held by non-companies
Affiliates, in each case of the date of this agreement.
Will not affect the rights or privileges of our existing shareholders unless the economic and voting interests of each of our existing shareholders will be diluted due to any such offering.
While the number of ordinary shares held by our existing shareholders will not decrease, after issuing any such shares to Vista Capital, Black Mountain or Gemini, shares owned by our existing shareholders will account for a smaller proportion of our total tradable shares.
By selling 4,319,883 shares of stock holders, including: 250,000 initial commitment shares issued to Vista Capital after the signing of VistaAgreement, and 160,000 additional commitments that may be issued to Vista Capital
After converting Vista Note, 1,316,668 shares can be issued to Vista Capital;
75,000 initial commitment shares issued to fire protection in the implementation of the first fire agreement, as well as 42,000 of the additional commitment shares that may be issued to the first fire protection;
394,949 shares that may be issued when the first fire bill is converted;
When and if Gemini exercises its right to buy shares under three stock warrants, issue 1,248,730 shares to Gemini;
And 832 and 486 shares that may be issued to Montenegro at the time of the exercise of the right to purchase shares under the three stock warrants.
February 7, 2018.
This amount includes 250,000 initial commitment shares to Vista Capital when the Vista agreement is executed, and 75,000 initial commitment shares to first fire when the first fire agreement is executed.
Another 4,319,883 shares registered here support the issuance.
If Heishan and Gemini exercise their right to buy shares under the warrants, we may receive total proceeds under the warrants up to $820,000.
According to the warrants, any proceeds we receive from sales to Montenegro and Gemini will be used for working capital requirements and R & D in the company's business unit.
See "Use of proceeds ".
"Then, our business, financial position or results of operations may be materially adversely affected, the transaction of our common stock may decline and you may lose all or part of that investment.
Therefore, since our establishment, we have suffered net losses every year.
We have used most of our financial resources so far for R & D, general and administrative expenses, and initial sales and marketing activities.
We have funded most of our activities by issuing convertible bonds or stock securities.
We expect that net losses and negative cash flow will continue to exist in the foreseeable future until the time when the license or operating income generates enough to offset the loss of business.
Our ability to make a profit depends on our ongoing R & D, product development, sales and marketing efforts, and our ability to successfully obtain a technical license.
There is no guarantee that our income will be sufficient to make us profitable or that we will remain profitable thereafter.
We may also face unforeseen problems, difficulties, costs or delays in carrying out our business plans. ouroperations.
For the nine months ended September 30, 2017, $3,074,645 was completed, and for December 31, 2016, $2015 and $3,720,912 were 1,883,342.
These negative cash flows are mainly related to operating losses and to a lesser extent to fluctuations in working capital projects.
We expect that cash will continue to be used in 2018, and we expect that in the foreseeable future we will need substantial additional funds to meet the needs of working capital to continue to grow, marketing and licensing our technology and products based on our technology.
Although we have been successful in raising funds in the past, there is no guarantee that we will be able to raise funds successfully in the future.
Failure to raise foreign funds will have a significant adverse effect on our financial position, our operations and our ability to market and sell products.
Our ability to operate continuously depends on our ability to raise capital and ultimately generate cash from operations.
In September 30, 2017, our working capital deficit was $2,165,714.
The independent auditor's report for the year ended December 31, 2016 included an explanatory paragraph on their audit opinion, which states that, our frequent loss due to insufficient operating and working capital concerns our ability to continue to operate.
For the nine months ended September 30, 2017, our net cash for ongoing operations amounted to $3,074,645, and the net cash as at December 31, 2016 and 2015 amounted to $3,720,912 and $1,883,342, respectively.
We do not currently have sufficient financial resources to fund our operations or the operations of our subsidiaries.
So we need more money to continue these businesses. Lincoln Park”)
Through it, we can guide Lincoln Park to buy shares of our common stock at a price that depends on the price of our stock market (
"LPC protocol ").
Over time, subject to multiple restrictions, we may instruct Lincoln Park to purchase up to $10,000,000 of our common stock.
From the beginning of the LPC agreement until December 31, 2017, we directed Lincoln Park to purchase 1,175,000 shares of our common stock and received a $511,085 gain.
The extent to which we rely on Lincoln Park as a source of funding in 2018 will depend on many factors, including the current market price of our common stock and the extent to which we are able to obtain working capital from other sources.
If getting enough proof of funding from Lincoln Park is not available or diluted too badly, we need to get another source of funding to meet our working capital needs.
Even if we receive the highest commitment of $10,000,000 in total from selling our common stock to Lincoln Park, we still need additional capital to fully implement our business, operations and development plans.
If the financing we need to maintain our working capital needs is not available or costly when we need it, the consequences may have a significant adverse impact on our business, operating results, financial status and prospects.
We often pay stock or stock options to employees, suppliers and consultants, not cash, and we expect to do so in the future.
All of these issues are diluted to our shareholders as they increase (
Or can be added later)
The total number of shares issued and unissued by our common stock, although this arrangement helps us to manage cash flow with increased operating costs, reduced liquidity and further reductions.
This may be released in the future.
The board may issue additional shares, including preferred shares.
Any preferred stock that we may issue may have voting rights, liquidation preferences, redemption rights and other rights, preferences and privileges.
The rights of our holders of common stock will be subject to the rights of any such holders of preferred stock and in many respects belong to them.
In addition, such preferred shares may have other rights of our common stock, including economic rights, which may have a significant adverse effect on the value of our common stock.
Preferred shares, while providing the ideal flexibility in terms of possible acquisitions and other corporate purposes, may also result in the difficulty for third parties to obtain most of our outstanding voting shares, this delays, delays or prevents changes in control of our company.
Most or all of these opportunities require additional funding obligations on our part and there is no funding available at this time.
These opportunities under discussion will result in a final agreement, or, if a final agreement is reached, they will be reached in terms that are in our favor.
We cannot assure you that any such financing is available, whether it is in the interest of our company, or if it is possible.
Rules and Regulations of the SEC.
In order to meet these obligations, we need to continue to raise funds.
Without sufficient funds, we will not be able to comply with these requirements and may no longer be eligible to trade our shares in the public market.
As a listed company, we are responsible for a lot of legal, accounting and other expenses.
Also, Sabans-
The Oakley Act of 2002 and the relevant rules passed by SEC put substantive requirements on listed companies, including certain corporate governance practices and requirements related to internal control of financial reporting, in accordance with sabans-404Oxley Act.
Until our products are expanded in the market and are widely recognized by dealers and customers.
Our current sales level is not enough to meet the financial needs of our business.
We cannot predict when or if the sales volume is sufficient to cover our operating expenses.
With the increase of financial resources, we intend to expand the marketing efforts of our products and we intend to continue to expand our R & D efforts.
So we need to generate a lot of extra income or seek additional financing to fund our business.
This puts forward corresponding requirements for capital.
Our ability to make a profit depends on our efforts to deliver viable products and our ability to successfully bring them to the market, which is what we are currently pursuing.
While our management is optimistic that we will successfully license our technology, we are not sure if we will generate enough revenue to make a profit.
If we are unable to achieve or remain profitable, then we may not be able to meet the expected cash needs and continue to operate.
If we cannot invest enough resources to promote the commercialisation of our technology, our business plans will be affected and may fail.
The commercial nature of our technology.
While our management believes that it can fund commercial efforts by selling our securities and other possible sources of funding, if we fail to successfully bring our technology to market, our ability to generate income will be adversely affected.
If so, it will not support future growth.
There is no guarantee that we will have the funds to create new infrastructure or that any such infrastructure will be scalable enough to manage future growth, if any ).
There is also no guarantee that if we invest in additional infrastructure, we will effectively expand our business or that our systems, procedures or controls will be sufficient to support such expansion.
In addition, if we achieve the expected growth in selling technology for a variety of applications, we will need to provide additional sales and support services to our partners.
Failure to properly manage an increase in customer needs can have a significant adverse effect on customer satisfaction, our ability to perform our contractual obligations, and our operational results.
/Or get expensive.
While our management believes that these approvals can be obtained before FDA or EPA or other regulatory bodies approve federal and state-level applications, as required, we may not be able to generate business revenue for regulated products.
Certain controlled applications and their use require a high degree of technical analysis and additional third-
Party verification requires regulatory approval from organizations such as the FDA.
Certain applications may also be subject to additional state and local agency regulations, increasing costs and time associated with business strategies.
In addition, most products containing our technology may be sold in the EU (“EU”)
Regulatory approvals from the EU and individual countries may also be required.
All such approvals, including additional testing, are time-
Consumed, expensive, and without a guaranteed result of final regulatory approval.
The chemicals, material components or delivery devices used in our technology, and part of our future success, will depend on the timeliness and effectiveness of these third-party efforts.
Enter into agreements with other companies that can help us and provide certain capabilities, including purchasing and manufacturing capabilities that we do not have.
We may not succeed in building such an alliance under favorable conditions or at all.
Even if we succeed in ensuring these agreements, we may not be able to maintain them.
In addition, any delay in signing an agreement may delay the development and commercialisation of our technology, or even if it enters the market, it will reduce its competitive power.
Any such delay in connection with such future agreements may adversely affect our business.
If prices go up, the profits we can create may fall.
If our manufacturing costs rise significantly, we may be forced to increase the price of the product, which may reduce the acceptance of the product in the market.
Including some of the biggest and best
Established companies in the world (
See: "Business Description-Competition. ”)
At this time, our technology is unproven in commercial use, the use of our technology by others, and the sales of our products are nominal.
While CupriDyne Clean, our industrial odor control product, has passed many commercial trials, very few customers have purchased the product and we consider the experience to be early and incomplete.
The commercial success of products that combine our technology will depend on the adoption of our technology by business and consumer end users in various fields.
Before we can expand production for economies of scale;
Then, the demand for our technology itself may not develop as expected, in which case we are unlikely to make a profit.
Due to various factors, including: technology, our future operating results will fluctuate;
Our technical products;
As we continue our research and development and increase our marketing and licensing activities.
Although we expect revenue to be obtained in the future by licensing our technology, revenue may decline or not grow as expected, and our operating results may be severely compromised during a specific financial period
In addition, our performance in some quarters can not meet the expectations of stock market analysts and investors.
In this case, our share price is likely to fall. Mr.
Calvert or other members of our senior management may significantly delay or block the achievement of product development and other business objectives.
Due to the scientific nature of our business, we depend to a large extent on our ability to attract and retain qualified marketing, scientific and technical personnel.
The competition between expertise and technology is fierce.
In our field of activity, it is aimed at qualified personnel.
If we lose the service of key marketing, scientific and technical personnel or fail to recruit successfully, then our business growth can be seriously compromised.
At the moment, we do not retain key personnel insurance for any of our senior management, although management is evaluating the possibility of obtaining such insurance in the future.
Manufacturing and selling products for consumer and institutional use, whether or not used in the intended manner, we may be liable for any damage caused to our products.
Whether there is merit or not, any such claim of responsibility may be time --
Consuming and/or causing expensive litigation.
While we maintain general liability insurance, our insurance may not include the above type of potential claim or may not be sufficient to compensate for all liability that may be assumed.
Any imposition of liability that does not fall within or outside the scope of insurance may damage the results of our business and operations and you may lose part or all of the investment you have made, or maybe made in our company.
Actions taken by shareholders, partners, customers or others, or regulators, can be very expensive and seriously interfere with our business.
Such proceedings or actions may be brought against our company and/or our executives and directors from time to time.
Such lawsuits and actions are not uncommon and we cannot assure you that we will always be able to resolve such disputes or actions on conditions that are in the interest of our company.
Patent rights, we may need to seek permission to defend the infringement, or to challenge the validity of the patent in court.
The cost of patent litigation is high and time consuming.
We may not have sufficient resources to complete these operations successfully.
In addition, if we do not have permission to successfully defend the infringement or are unable to infringe a patent declared invalid, we may: the ability of our company to further develop or commercialize our current and proposed product candidates in the United States and abroad may result in significant damages.
Defense of any action or failure to obtain any such permission may cause significant harm to our company.
Regardless of the outcome, litigation can lead to a huge cost of our company and the transfer of work.
The rights created by these patents may not provide a competitive advantage.
We also rely on trade secrets, technical knowledge.
How to innovate continuously to develop and maintain our competitive position.
Others can independently develop basic and comparable proprietary information and technologies, or otherwise acquire our business secrets.
Lack of legal protection of intellectual property rights;
Packaging materials are generally not scarce, and prices are not sensitive, but the prices of such chemicals and materials may be cyclical.
High water absorption resin (SAP)
Beads are a petrochemical derivative that, despite the current relatively stable prices, has been affected by cyclical scarcity and price fluctuations in recent years.
If our sales volume increases sharply, it may be difficult for us to get SAP beads or other raw materials at a favorable price.
Supply and demand factors that we cannot control usually affect the price of our raw materials.
We try to minimize the impact of price increases through production efficiency and the use of alternative suppliers.
If we are not able to minimize the impact of the increased cost of raw materials, our business, financial position, operating results and cash flow may be materially adversely affected.
Historically, product sales have been severely affected by seasonal and weather fluctuations.
This steam is the highest intensity at a temperature between 40 degrees Fahrenheit (
5 degrees Celsius)
140 degrees Fahrenheit (
60 degrees Celsius).
When the weather is cold or precipitation, our customers are not very easy to use our products, probably because the steam is not obvious, or in the case of precipitation, it can be washed or altered.
This leads to unpredictable use and sales patterns.
, The sale of shares of common stock acquired by Lincoln Park, or the thought that such sale may occur, may cause the price of our common stock to fall.
The common stock of Lincoln Park acts as the initial fee for its commitment to purchase our common stock shares under the LPC agreement.
The agreement to buy the sale of the shares of the LPC can be judged by us to Lincoln Park, from time to time 36-
A month period starting from September 22, 2017.
Under the LPC agreement, the purchase price of the shares we may sell to Lincoln Park will fluctuate according to the price of our common stock.
Depending on the market liquidity at the time, selling these shares could lead to a decline in the trading price of our common stock.
In addition, when Lincoln Park is purchased, our company will issue a maximum of 488,998 committed shares in a pro rata manner without additional consideration (
It's up to us)
A total commitment of $10,000,000.
For example, if we ask Lincoln Park to buy $25,000 in stock at our sole discretion, then we will issue 1,222 Additional promised shares, a $25,000 product (
The amount we choose to sell)
Divided by $10,000,000 (
Total amount we can sell to Lincoln Park under the LPC agreement)
Multiply by 488,998 (
Total number of additional commitments).
Additional commitment shares will only be issued according to this formula if we choose to sell shares to Lincoln Park as appropriate.
The sale of our common stock (if any) to Lincoln Park will depend on market conditions and other factors that are determined by us.
Under the LPC agreement, we may finally decide to sell all, part or all of our common shares to Lincoln Park.
If we sell shares to Lincoln Park, Lincoln Park may resell all shares after Lincoln Park acquired shares, some of which are or are not at any time or from time to time at its sole discretion.
Therefore, our sale of shares to Lincoln Park may significantly weaken the interests of other holders of our common stock.
In addition, the sale of a large stake in our common stock to Lincoln Park, or the expectation of such a sale, may make it more difficult for us to sell an equity or equity --
Future related securities at a certain time and price, otherwise we may want to influence sales. “Nasdaq”)
Or when our company is eligible, when it is listed on Nasdaq or other stock exchanges, there is no guarantee that our common shares will be listed. prospectus. “penny stocks”. “Exchange Act”)
This requires additional disclosure by the broker
A dealer in any transaction related to a stock defined as a penny stock (
In general, any non-
Nasdaq stock securities with a market price of less than $5.
00/copy, with certain exceptions).
These rules require the delivery of a disclosure schedule explaining the penny stock market and its associated risks prior to any penny stock transaction and the imposition of various sales practice requirements on brokers
Dealers who sell penny shares to people other than established customers and recognized investors (
Usually defined as an investor with a net asset of more than $1,000,000 or an annual income of more than $200,000, or more than $300,000 with a spouse).
For these types of transactions, brokers-
The dealer must make a special suitability decision for the buyer and receive the buyer's written consent to the transaction before the sale. The broker-
The dealer must also disclose the commission payable to the broker
Current bids and offers for dealers and penny stocks, if the broker-
Dealer is the only market
Manufacturer, this company
The dealer must disclose this fact and the broker-
Control of the market by dealers.
Such information must be provided to the customer either orally or in writing before or before the written confirmation of the trade sent to the customer.
Monthly statements must be sent to disclose the most recent price information of the penny stock held in the account and information about the penny stock limited market.
Additional burden on brokers
Such a request can prevent brokers
The trader trades on our common stock, which may severely limit the market liquidity of our common stock and the ability of the holders of common stock to sell the stock.
FINRArules's "penny stock" is hard to remove the restrictive legend.
The companies refused to deposit the previously restricted common shares of penny shares.
Therefore, it may be more difficult for people who buy shares issued by our private securities to store shares in brokerage companies.
Sell the shares in the open market. in value.
"Expectation", "believe", "estimate", "expectation", "intention", "possibility", "plan", "project", "will", "will" and similar expressions are designed to identify forward-
Although not all forward-looking statements
The Looking statement contains these identifying words.
"Risk Factors" cited here ".
We believe that these risks and uncertainties may lead to significant differences between actual results or events and the future.
The statement we made.
If one or more of these risks and uncertainties arise, or potential assumptions, predictions, or expectations prove incorrect, actual results, performance, or financial position may occur with significant and adverse estimates or expectations expectedOur forward-
The outlook statement does not reflect the potential impact of future acquisitions, mergers, disposals, joint ventures or investments that we may make.
We do not assume any obligation to update any forwarding
Forward-looking statements contained herein, unless required by law, whether due to new information, future events or other reasons.
Given these risks and uncertainties,
Forward-looking events and circumstances discussed in this prospectus may not occur and actual results may differ materially from expected or expected results
Look at the report. Any forward-
Our forward-looking statements in this prospectus are based solely on the information we currently have and are only published on the date of publication.
Vista Capital, first fire, Black Mountain and Gemini, shareholders for sale.
We will not receive any proceeds from the sale of common stock by Vista Capital or firstfirein.
If Heishan and/or Gemini choose to exercise their right to buy shares under the warrants, we may receive a total proceeds of up to $820,000 under the warrants.
For more information, see "distribution plan" elsewhere in this prospectus ".
Exercise warrants to help raise general liquidity for our company operations.
Actual Cash and cash equivalents as at September 30, 2017 and our capitalization (unaudited)
, As described in the above document entitled "Use of proceeds" section, adjusted to implement the use of the sale of shares and proceeds hereby issued.
'Discussion and analysis of the financial position and operational outcomes 'and the consolidated financial statements and related notes that we have presented in the form 10 Quarter Report
Q for the quarter ended September 30, 2017.
Deficit September 30, 2017: September 30, 2017.
As of September 30, 2017, 101,734,166 shares had been issued and 106,053,999 shares had been adjusted.
Black Hill and Gemini bought all the shares under their warrants for a total of $820,000.
September 30, 2017 is (2,401,330)
About $ (0. 024)
Common Stock per share.
Net Tangible book value per share divided by the net tangible book value of our company (
Total tangible assets minus total liabilities)
Subject to the number of outstanding shares of our common stock.
The net proceeds from the sale of shares to Heishan and Gemini are $820,000, assuming they exercise their right to purchase all shares under the warrants, and as of September 30, 2017, our adjusted net tangible book value will be $ (1,581,330)or $(0. 015)per share.
This means an immediate increase of $0 in net tangible book value.
Existing shareholders 0086 per share.
Price and dividend of common stock "OTCQB" market (
Previously called "OTC Bulletin Board ")
Under the trade symbol "BLGO.
Three financial years, according to www. otcmarkets. com.
It was $0 in February 5, 2018. 32 per share. Equity Plan”)
As a means of providing additional incentives to our directors, key employees and consultants to provide services.
The plan expires on September 6, 2017.
The plan is managed by the Compensation Committee.
The scheme allows the grant of options for ordinary shares or the purchase of ordinary shares.
As a plan manager, the compensation committee may decide the price of the option at its sole discretion.
The compensation commission may amend the plan at any time.
The 2007 equity plan revised in 2011 retains 12,000,000 shares of our common stock for issuance.
Only stocks actually issued under the 2007 equity plan will reduce the stock reserve.
If we acquire another entity through a merger or similar transaction and issue alternate rewards to employees, executives and directors of the acquired entity under the 2007 equity plan, these rewards, to the extent permitted by applicable laws and securities trading rules, there will be no reduction in the number of shares reserved for the 2007 equity plan.
2007 the equity plan provides for an additional maximum limit, which will be adjusted according to the stock split, reverse stock split and other similar circumstances.
According to section 422nd of the domestic income code, the maximum number of incentive stock options granted to any person during any calendar year may be 160 shares.
In any calendar year, the maximum number of shares granted to any person with stock options or stock appreciation is 200,000 shares, other than that, if the grant was made in the year the recipient was originally employed, the limit is 400,000 shares.
In any calendar year, the maximum number of shares granted to anyone in restricted stock or restricted stock units is 200 shares.
The maximum number of shares that may be rewarded to any participant (i)
Performance stocks and/or performance units (
Its value is based on the fair market value of A shares)
It is 200,000 shares; and (ii)
Single number of business performance (
Its value is not based on the fair market value of A shares)
This could result in payment of more than $500,000.
2007 equity plan, our Board of Directors has approved the plan of the employees, and the outstanding money owed to them by our company may be converted into ordinary shares or consultants and suppliers of options for the purchase of common shares.
The conversion and exercise price is based on the closing price of our common stock on the date of the agreement.
If an option is issued, the number of shares the option can purchase is calculated by dividing the amount owed by the exercise price, multiplied by 1 and 1-half.
As of 2017 (2)3)
-2007 Equity Incentive Plan (
2007 equity plan ").
The 2007 equity plan was approved by our board of directors on August 7, 2007 and adopted by our shareholders at the 2007 Annual Meeting of Shareholders on September 6, 2007 and revised by our shareholders on 2011.
The equity plan expires on September 6, 2017.
Awards will no longer be awarded under the scheme. 3)
The board of directors, or as part of its service agreement.
Among them, the option to buy 2,400,000 shares expired on January 10, 2018.
-"Risk market" in OTC market ")
Under the trade symbol "BLGO.
Prospectus for "BioLargo", "company", "our" and "our"
And our subsidiaries, including BioLargo Life Technologies, Inc.
Having our intellectual property rights; Odor-No-More, Inc.
Produce, sell and distribute our odor control products;
BioLargo Water, Inc.
And its Canadian subsidiary, BioLargo Water, Inc.
Develop and promote our AOS water treatment technology;
BioLargo Engineering, Science & Technology Co. , Ltd. , professional engineering department;
BioLargo maritime Solutions Limited
To organize and evaluate business opportunities within and outside the maritime industry for our technology;
And BioLargo development.
Provide benefits to our employees.
We also have about 46% stake in Clyra Medical Technology Co. , Ltd.
We have established an entity to commercialize our technology in the medical and dental fields.
92683 California.
We have a research facility and office at the University of Alberta, Canada, and our engineering team is located at 105 Fordham Road, Oak Ridge, Tennessee.
Our phone number is949)643-9540.
Our main business website is www. BioLargo. com.
We also maintain a blog on www. biolargo. blogspot. com.
Several of our products are available on www. odornomore. com, www. cupridyne. com, and www. deodorallsport. com.
We also maintain www. clyramedical. com,www. biolargowater. com and www. biolargowater. ca.
The information on our website and blog is not and should not be considered as part of this prospectus.
Engineering services and technology-
Help solve some of the basic products that threaten the most common problems of the world's water, air, food, agriculture, health care and energy supply.
We create and improve intellectual property rights, which is the basis for building and creating breakthroughs
Licensing to business partners through products and technologies.
Our products take advantage of the power of iodine-"the best solution for nature"-to eliminate contaminants that threaten our water, health and quality of life.
Inventions, patents, certificates and partners-create the bestof-
When we create value for our shareholders and bring benefits to our world, we provide first-class products and technologies for commercialism.
-Three platform technologies-AOS (
Advanced oxidation system
, CupriDyne, the Ison River.
All is used for every feature-
Natural iodine molecules
Although they all use iodine, they are very different in terms of the method of using iodine and the form and composition of iodine used, so for each commercial application, their function and value proposition may be very different.
Salmonella, Liszt, and E. coli, as well as a new type of virus phages t4.
It can also be oxidized and decomposed.
Remove or otherwise remove or remove soluble organic pollutants such as acids, solvents, sulfur compounds, oil and natural gas
Products and medicines
Products that are common in a variety of contaminated water sources.
The very high oxidation potential of aos produced using extremely low energy is the key.
Otherwise the cost will be very high.
Our AOS embodies rest.
Through science, it led to the cooperation of BioLargo.
Build more
The annual research chair, whose goal is to work with Canada's top five oil companies to address contaminated water issues related to Canada's oil sands, Department of Engineering, University of Alberta, regional waters and various environmental agencies of the government of Canada.
The project ended in 2016.
We believe that as the industry moves forward to address these issues, there will be opportunities for our participation.
Our work is constantly expanding into many areas of commercial applications, with a focus on wastewater treatment, food processing, agriculture and oil and gas.
We are also in the early stages of assessing opportunities for shipping, rainwater discharge recovery/recycling and drinking water.
Our AOS is an award.
Winning the invention of scientific and engineering financial support and grant support provided by Canadian federal and provincial funding agencies.
Our first grant in the US was recently awarded by the Metropolitan Water District of Southern California through their innovative conservation program.
Financial support is expanding as business development continues to work on the latest AOS design.
We believe that AOS has important and substantial business opportunities in every area of the water treatment industry, and we believe that it should find early market applications in helping to manage wastewater.
Business verification research and design of computer automation system.
These next steps will bring us a product that can be used in the commercial market.
In August 2016, we launched our first "Alpha" prototype at the annual technical workshop.
The "Alpha" project was carried out in cooperation with technicians from the north Alberta Institute of Technology (“NAIT”)
The Center for sensor and system integration, as well as the chairman of NAIT's Applied Biotechnology industry research.
Supported by financial support from Alberta's innovative nano dp project, the project focuses on developing the first
Prototype system, which integrates a sensor platform to monitor various water parameters in real time online.
Time data collection.
The Alpha AOS system is able to further expand and test in an industrial environment and has begun to develop a "Beta" unit for the first phase of commercial trials.
While we expect the work of the Beta unit to last for some time, we are now ready to design and design a working prototype for a commercial customer.
Once this Beta prototype development phase is completed, we intend to focus on producing multiple commercial-ready pilot units for testing with a wide range of interested industrial customers and obtaining regulatory input when required
We are refining our strategic plan to focus our efforts more narrowly on markets where we believe we can make important contributions, accelerate adoption rates and make meaningful economic progress.
Mark Lambert joined our team as a "strategic advisor" to help us develop and refine our commercial plans for AOS. Mr.
With over 25 years of senior management experience, Lambert has extensive experience in the water, renewable energy and environmental services industries.
We hired Dr. Shan Yong as director of business development for BioLargo AOS. Dr.
Yong has over 14 years of experience in international business development and technical consulting in water and environment.
Three business platforms have been completed recently
Extended pilot research to verify AOS performance in the industryprovided water.
Two of the studies were supervised and audited by a commercial engineering company.
The results of these studies confirm the high level of efficacy of disinfection, destruction and removal of soluble organic matter in the actual waste logistics of potential customers.
Technology and its oxidation potential.
Our products are designed to include liquid, spray, gel, powder, coating, and absorbent.
The main components of the reaction
"Recognized safety" products (“G. R. A. S. ”)by the U. S.
The Food and Drug Administration serves as the basic form of food additives.
CupriDyne's commercial product opportunities are diverse, we have a wide product design menu at all stages of commercial and licensing development, which is discussed in detail below in "business, home and Personal Care Products "and" CupriDyne cleaning-industrial odor control "sections.
-It is considered to be toxic and will result in staining and contains a limited dose of active oxidized components.
On the other hand, our CupriDyne technology directly addresses many of these shortcomings-it provides an oxidation component of iodine (“free iodine”)
From very small doses to very large doses, the accuracy is more than 30 times that of chlorine performance.
We can provide neither iodine. toxic and non-
Therefore, its practicality is far beyond the application scope of historical products. disinfectants.
Some of the product designs do serve as disinfectants, and the claim needs to be approved by the regulatory authorities.
I add iodine to the water, for example: agriculture, food production and processing, manufacturing, industrial water process and irrigation supply.
For information on our licensee's efforts to commercialize the Isan system, see "Clarion Water" below ".
When we internally compare it to the best in the competition of its kind, we seem to be: compounds, ammonia, fatty acids, sulfur yellow, multi-aromatic compounds-depending on the dose of the competitive ingredient, the composition and by-product is GRAS (like chlorine)
Achieve similar results)
-Smart strategic decisions are a suitable strategy for our company.
So far, the Alberta 50 Grant.
In general, there are two common themes for the financial Awards: First, the University of Alberta is the principal recipient of grant agencies and scientific and engineering grants from parties to support our technical work;
Second, our Canadian subsidiary is a party that supports ongoing science and engineering to drive our AOS towards a direct grant to commercialize, sometimes supporting the work of University doctoral students.
In both cases, financial incentives support research budgets and related costs, but not all.
Our research arrangement with the university has three high-value propositions for BioLargo :(i)
The depth of resources and talents to complete high-skilled work ,(ii)
Financial assistance to support R & D costs and (iii)
Conduct independent and credible verification of our technical statements.
Enter into manufacturing and distribution license agreement for our Isan®System of Clarion Water, new operation department of InsulTech Manufacturing Co. , Ltd (www. insultech. com)
The latter has more than 20 years of business success worldwide, representing the sale of hundreds of millions of technology products to Fortune 100 companies.
Peter Holdings Limited
Through a joint venture agreement, the Isan system uses the power of iodine to provide the most effective disinfection dosing system in the world.
Over the past 20 years, it has been considered one of the most important technological advances in food safety.
It won the "Top 50 water companies Award" for the Artemis Project in 2010 and the DuPont innovation award in 2004.
There is an obligation to pay a royalty equivalent to 10% of the income.
Since we have the Isan system together with Peter Holdings Ltd.
All royalties will be shared equally with Peter Holdings, Ltd.
Intellectual property rights subject to the license agreement include all intellectual property rights related to the Isan system, including all patents, trademarks, proprietary knowledge and other similar intellectual property rights
Rights relating to or arising from the Isan system or patents related to the Isan system.
This agreement contains other terms and conditions commonly included in the IP licensing agreement.
And add automation to give users unparalleled flexibility, reliability, and control of this stateof-the-
And began a business experiment.
It was approved by the United States in 2016. S.
Environmental Protection Agency using iodine produced by Isan, "IoMax" because it is delivered in poultry drinking water.
In 2017, Clarion was approved to expand the use of its IoMax iodine, including disinfection of livestock drinking water, livestock barns and vehicles, equipment related to milking and dairy products, food grade eggshells, retort cooling water, air conditioning and farm premises in general.
Clarion has also begun a process to expand the scope of regulation to meet additional needs in agriculture and food safety.
Clarion is evaluating various high value applications that require additional regulatory approvals, proof of claim and investment.
In view of the early stages of commercial development, as of the date of publication of this prospectus, we have not yet obtained royalties from Clarion under this license agreement.
We continue to work with Clarion to assess the various options on how to move forward and expand opportunities for Isan and IoMax products.
, We have signed a cooperative sales and distribution agreement with the certified "service-donist logistics"
Disabled Veterans
Small enterprises of their own "(SDVOSB)
As our distribution partner, facilitate our first order to the US government.
Downeast has played an important role in developing sustained sales to the US military.
We have products in stock in six countries.
Our two product lines (
Composed of 9 SKUs)
The best scientific products of nature are awarded fiveyear U. S.
General Affairs Administration (GSA)
Supply contracts for medical equipment and supplies under schedule 65IIA.
The award opens up access to these products through "GSA Advantage", an online shopping and ordering system that provides government agencies with access to thousands of contractors and millions of suppliesproducts)and services.
We intend to apply for the inclusion of other existing and future products in GSA Advantage, including our industrial odor control product CupriDyne Clean.
In December 2016, these same product lines, as well as our CupriDyne cleaning industrial deodorant, were accepted by the Ministry of Defense eMALL, another procurement portal for the Ministry of Defense and other state and federal agencies.
As of the date of publication of this prospectus, our products have been approved for sale and available to all government departments at the federal, state and local levels through five different procurement portals.
13 years, and will continue to provide our products through various channels of the US government.
It was designated SDVOSB, placing Downeast logistics among a group of highly sought after suppliers from the US government. Odor-No-
More has registered itself and several products with several US government purchasing agencies.
In the six months ended September 30, 2017, Downeast bought about $24,000 from us.
For example, many operators use perfumes to cover up the smell generated by processing and recycling waste.
In contrast, our products eliminate the smell of contact at a lower price without perfume.
According to our test marketing and trials, we believe that many industries that have to deal with ammonia, fatty acids, sulfur or sulfur odor are not satisfied with the smell control products currently competing, attach great importance to odor control solutions that are actually effective and willing to provide good evidence and proof, test and try out new products like our CupriDyne Clean, because they are looking for ways to solve these common and troublesome odor problems.
The website can be seen on www. cupridyne. com.
We have had some initial success in selling CupriDyne Clean to solid waste and recycling companies as well as wastewater treatment companies that encourage us to continue our marketing and sales efforts in these areas.
Company operations in the waste disposal industry sector typically include transfer stations and landfill facilities.
There are many big companies that dominate the market.
A leading source of information for the waste treatment industry called waste 360 reported revenue from the top 100 companies in the waste and recycling industry, with annual revenues of about $46 billion, according to 2015 data.
These companies typically have several layers of staff involved in decisions related to the use of new products like ours.
They have all deployed a range of odor elimination strategies, systems, products and processes that are already in place.
Usually, we can't believe it when we show our new product and its statement.
So while they all face odor challenges of an operational nature, they often fail to believe that products like ours do work and are safe and affordable.
So we spend more time, more work and more money to collect records, data and third
In this industry, the party's certificate began to be adopted. In mid-
2017, we broke through these barriers and signed a "national procurement agreement" with three top companies in the waste management industry ".
These agreements provide us with an "official" supplier identity and authorize us to sell products to the customer's local operations.
Although the customer is not obliged to purchase a minimum amount or even any product, becoming an approved supplier is a major obstacle to new suppliers like us to overcome.
We have sold products to facilities in these systems and we intend to focus our ongoing sales efforts to expand in these and other national accounts as quickly as possible.
While the success of these efforts is not guaranteed, we are confident and highly encourage to concentrate and invest time, energy, staff and capital in this area where resources permit.
We will take advantage of business opportunities related to AOS technology.
These opportunities are limited by common and obvious constraints, the relative state of capital, development and market preparation, and market adoption rates.
Given the significant value products, that is, enhanced performance and lower costs, we are confident that we will be able to find industry partners to help commercialize AOS and commit to success in these markets.
We are having discussions with potential partners who can help us to fully design
The scale commercial model of the AOS, as it will be deployed in the processing train to purify the water in the industrial environment.
To this end, we recently hired a leading executive from the water industry, Mark Lambert, and Dr. Shan Yong, an experienced business development executive, to promote the refinement of our focus, and assist in finding and attracting companies that work with us.
DivisionSeptember 2017 we have set up a subsidiary to provide a full-service Environmental Engineering for third parties and to provide engineering support services, our internal team to speed up the commercial AOS technology.
Its website can be found on www.
Biological Engineering. com.
BioLargo Engineering, Science and Technology Co. , Ltd (“BLEST”)
Into a three
One-year office lease in the Knoxville area, Tennessee, and employment agreements with seven scientists and engineers who have combined experience in 200 in different engineering areas.
The team is led by Randall Moore, who has served as consulting and engineering operations manager for the office of CB & I environment and infrastructure Knoxville.
Other team members are also former employees of CB & I.
The team has extensive experience in many industries and they are considered experts in their respective fields, including chemical engineering, wastewater treatment (
Including design, operation, data acquisition and data evaluation)
Process safety, energy efficiency, air pollution, design and control, technical assessment, technical integration, air quality management and testing, engineering management, licensing, industrial hygiene, applied research and development, air testing, environmental licensing, HAZOP review, chemical treatment, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, nedes licensing, RCRA/TSCA compliance and licensing, project management, rainwater design and licensing, marine engineering, AutoCAD, desktop chemistry, continuous emission monitoring system operator radioactivity and chemistry data processing and evaluation of pollution facilities and retirement and purification.
Over time, the total revenue target increased to receive positive cash flow by March 31, 2018, 90% of accounts receivable collected, and 10% of profits in the first year (
And increase in the following years)
Progress on scale
Upgrade and commercialize our AOS system and research scientists using BioLargo (
Like our Canadian team)
Charging Work for customer projects.
Details of these transactions are reported on Form 8-
K submitted the document to SEC on September 8, 2017.
BLEST is actively looking for a variety of potential customers and by the end of 2017 it has completed the first seven client projects that started work in 2018.
Products that provide odor, infection control, or stain removal fall into this category.
The package ranges from a few ounces of consumer size to bulk packaging for commercial or industrial use.
We are currently selling products from four brands-smells --No-
The best science in nature, deodorant and the National Bureau of Statistics.
Our main products include animals.
Bedding additives that control odor and moisture.
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