The accompanying notes are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 AND 2020

The accompanying notes are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 AND 2020

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BioLargo, Inc. is an innovative technology developer and environmental engineering company driven by a mission to “make life better” by delivering robust, sustainable solutions for a broad range of industries and applications, with a focus on clean water, clean air and a cleaner earth. The ~~company~~Company also owns a minority interest in a medical products subsidiary that has licensed BioLargo’s technologies. Our business strategy is straightforward: we invent or acquire technologies that we believe have the potential to be disruptive in large commercial markets; we develop and validate these technologies to advance and promote their commercial success as we leverage our considerable scientific, engineering, and entrepreneurial talent; we then monetize these technical assets through a variety of business structures that may include licensure, joint venture, sale, spin off, or by deploying direct to market strategies.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. For the ~~six~~nine months ended ~~June~~September 30, 2021, we had a net loss of ~~$3,668,000,~~$5,103,000, used ~~$2,054,000~~$2,962,000 cash in operations, and at ~~June~~September 30, 2021, we had a working capital deficit of ~~$380,000,~~$604,000, and current assets of ~~$2,052,000. We do~~$1,911,000. During the nine months ended September 30, 2021, we generated revenues of $1,743,000 through our operational subsidiaries. (See Note 11.) Our subsidiaries did not ~~believe~~individually or in the aggregate generate profits sufficient to fund their operations, or contribute to our corporate operations. As our gross profits inare ~~2021~~not ~~will be~~ sufficient to fund our current level of operations, ~~and therefore~~ we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ ~~we generated revenues of $1,035,000 through our operational subsidiaries. (See Note~~ ~~11.~~~~) Our subsidiaries did~~ ~~not~~ ~~individually or in the aggregate generate profits sufficient to fund their operations, or contribute to our corporate operations. Thus, we continued to sell securities to raise cash (see Note~~ 3~~), and received additional research grant aid through our Canadian subsidiary.~~

As of ~~June~~September 30, 2021, our cash and cash equivalents totaled ~~$1,357,000.~~$1,098,000. During the ~~six~~nine months ended ~~June~~September 30, 2021 we made cash payments to retire debt obligations totaling ~~$852,000~~$856,000 (see Note 4 and Note 9 (“Inventory Line of Credit”)). Our total debt as of ~~June~~September 30, 2021 was ~~$1,721,000.~~$1,717,000. Of that amount, ~~$1,207,000~~$1,203,000 is owed by our partially owned subsidiary Clyra Medical Technologies, Inc. (“Clyra”) as follows: (i) a note with a maturity date that automatically extends each June (see Note 9, “Note Payable (Scion)”), and (ii) a line of credit totaling ~~$200,000,~~$196,000, due in June 2023. Our remaining $514,000 of debt includes (i) $314,000 of loans issued as part of the Small Business Administration’s (“SBA”) Paycheck Protection Program (for which we have applied for ~~forgiveness,~~forgiveness), (ii) a $150,000 loan accruing interest at 3.75% annually from the SBA’s Economic Injury Disaster Loan program that is payable over 30 years beginning August ~~2021,~~2022, and (iii) a $50,000 convertible ~~debt~~note due in March ~~2023.~~2023, net of discount.

During the ~~six~~nine months ended ~~June~~September 30, 2021, we received ~~$3,015,000~~$3,545,000 in proceeds from sales of our common stock to Lincoln Park and ~~$505,000~~$575,000 from stock sales from our 2020 Unit Offering (see Note 3). The cash we receive from stock sales to Lincoln Park is a function of stock price and volume – a lower stock price and less trading volume results in less money we can receive from Lincoln Park. Our agreement with Lincoln Park precludes us from selling shares to Lincoln Park on a daily basis if our stock price falls below $0.10 per share.

If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we would have to rely on other forms of financing, and there is no assurance that we will be able to do so, or if we do so, it will be on favorable terms.

To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash compensation, and we anticipate that we will continue to be able to do so in the future. In the ~~six~~nine months ended ~~June~~September 30, 2021, our CEO and CSO accepted stock in lieu of ~~$31,000~~$43,000 in unpaid ~~salary.~~salary, and other employees, vendors and consultants accepted stock and options in lieu of $408,000 owed to them. Our CFO has also agreed to receive options to purchase our common stock in lieu of cash, (see Note 5, “Chief Financial Officer Extension”) as compensation for his services. Each has indicated a willingness to do so in the future.

The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable ~~operations by licensing or otherwise commercializing products incorporating our technologies.~~operations. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We are a Delaware corporation formed in 1991. We have 4four wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in 2006; ONM Environmental, Inc., organized under the laws of the State of California in 2009; BioLargo Water Investment Group Inc., organized under the laws of the State of California in 2019, which wholly owns BioLargo Water, Inc., organized under the laws of Canada in 2014; and BioLargo Development Corp., organized under the laws of the State of California in 2016. Additionally, we own 94% of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017 (see Note 10). We also own 45% of Clyra Medical Technologies, Inc. (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in 2012, and consolidate their financial statements (see Note 2, subheading “Principles of Consolidation,” and Note 9).

The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule 8-03 of Regulation S-X under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021.

In the opinion of management, the accompanying balance sheet and related statements of operations, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, BLEST, and Clyra Medical. Management believes Clyra Medical’s financial statements are appropriately consolidated with that of the Company after reviewing the Accounting Standards Codification (“ASC”), 810, “Consolidation” (“ASC 810), and concluding that BioLargo controls Clyra Medical. While BioLargo does not have voting interest control through a majority stock ownership of Clyra Medical (it owns 45% of the outstanding voting stock), it does exercise control under the “Variable Interest Model.” There is substantial board overlap, BioLargo is the primary beneficiary since it has the power to direct Clyra Medical’s activities that most significantly impact Clyra Medical’s performance, and it has the obligation to absorb losses or receive benefits (through royalties and licensing) that could be potentially significant to Clyra Medical. BioLargo has consolidated Clyra Medical’s operations for all periods presented. (See Note 9.)

All intercompany accounts and transactions have been eliminated in the financial statement presentation.

The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.

The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of ~~June~~September 30, 2021 and December 31, 2020, our cash balances were made up of the following (in thousands):

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
BioLargo, Inc. and subsidiaries	$	1,338	$	637	$	1,064	$	637
Clyra Medical Technologies, Inc.		19		79		34		79
Total	$	1,357	$	716	$	1,098	$	716

Accounts Receivable

Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of ~~June~~September 30, 2021 was $12,000 and at December 31, 2020, was ~~$13,000.~~$13,000.

Credit Concentration

We have a limited number of customers that account for significant portions of our revenue. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we had the following customers that accounted for more than 10% of consolidated revenues, as follows:

	~~June~~September 30, 2021			~~June~~September 30, 2020
Customer A		2214	%		<10	%
Customer B		1911	%		<10	%
Customer C		11<10	%		12	%
Customer D		12	%		<10	%

We had three customers that each accounted for more than 10% of consolidated accounts receivable at September 30, 2021, and two customers at December 31,2020, as follows:

September 30,

2021

December 31,

2020

Customer C

<10

Customer D

~~<10~~

~~We had 3 customers that each accounted for more than~~ ~~10%~~ ~~of consolidated accounts receivable at~~ ~~June 30, 2021,~~ ~~and 2 customers at~~ ~~December~~ ~~31,~~~~2020,~~ ~~as follows:~~

	~~June 30, 2021~~			~~December 31, 2020~~
~~Customer C~~		31	%		~~<10~~	%
~~Customer D~~		1716	%		<10	%
Customer E		1113	%		<10	%
Customer F		<10	%		32	%
Customer G		<10	%		10	%

Inventory

Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of ~~June~~September 30, 2021, and December 31, 2020, was $~~3,000.~~3,000. Inventories consisted of (in thousands):

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Raw material	$	91	$	111	$	100	$	111
Finished goods		171		166		150		166
Total	$	262	$	277	$	250	$	277

Other Assets

Other Assets consisted of security deposits of $35,000 related to our business offices.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Equity Method of Accounting

On March 20, 2020, we invested $100,000 into a South Korean entity (Odin Co. Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co. Ltd. and its U.S. subsidiary, Tomorrow Water. We received a 40% non-dilutive equity interest, and BKT and Tomorrow Water each received 30% equity interests for an aggregate $150,000 investment.

We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. The joint venture incurred a loss during the three and ~~six~~nine months ended ~~June~~September 30, 2021, and our 40% ownership share reduced our investment interest by ~~$10,000~~$0 and ~~$23,000, respectively.~~$23,000.

Impairment

Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, management determined that there was 0 impairment of its long-lived assets, including its In-process Research and Development (see Note 8).

Earnings (Loss) Per Share

We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others.

The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.

Share-Based Compensation Expense

We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.

For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following methodology and assumptions were used to calculate share-based compensation for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:

	2021						2020					2021							2020
	Non Plan			2018 Plan			Non Plan		2018 Plan			Non Plan			2018 Plan				Non Plan				2018 Plan
Risk free interest rate		1.73	%	0.93	–	1.73%	0.88	%	0.88	–	1.90%		1.73	%		0.93	–	1.73%		0.66	–	1.02%		0.64	–	1.90%
Expected volatility		124	%	123	–	124%	131	%	131	–	133%		124	%		121	–	124%		129	-	131%		126	–	133%
Expected dividend yield		0			0		0			0			—				—				—				—
Forfeiture rate		—			—		—			—			—				—				—				—
Life in years		10			10		10			10			10				10				10				10

Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.

Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.

Warrants

Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Non-Cash Transactions

We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered, or product is received.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue Recognition

We account for revenue in accordance with ASC 606, “Revenue from Contacts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Products sold a through a contract with the customer and written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the goods are shipped if the agreement is FOB manufacturer, and when goods are delivered if FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order.

Service contracts are performed through a written contract, which specifies the performance obligations and the rate at which the services will be billed, typically by time and materials. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed, or, for services related to product installations, at the completion of the installation. A few contracts have called for milestone or fixed cost payments, where we invoice an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. To date, there have been no discounts or other financing terms for the contracts.

In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.

Clyra also has certain distribution agreements that call for consigned inventory. Although the product is shipped to a third party, it is not revenue until that consigned inventory is sold to end user customer.

Government Grants

We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over 80 grants totaling over $3.7 million. Some of the funds from these grants are given directly to third parties (such as the University of Alberta or a third-party research scientist) to support research on our technology. The grants have terms generally ranging between ~~six~~nine and eighteen months and support a majority, but not all, of the related research budget costs. This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.

The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”). Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are 0 unrecognized tax benefits or uncertain tax positions as of ~~June~~September 30, 2021, and December 31, 2020.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of ~~June~~September 30, 2021. Accordingly, a100% valuation allowance was recorded against the net deferred tax asset.

The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of ~~June~~September 30, 2021 and December 31, 2020, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.

Tax Credits

Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.

Leases

In accordance with ASC 842, the Company elects to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of ~~June~~September 30, 2021, the right of use assets on our balance sheet related to our operating leases total ~~$311,000.~~$296,000.

Recent Accounting Pronouncements

In ~~May 2021,~~ ~~the FASB issued Accounting Standards Update~~ ~~No.~~~~2021~~-~~04,~~ ~~regarding accounting for certain modifications of written call options.~~

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financials if and when future convertible securities are issued. This Update does not affect the Company’s current financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In January 2020, the FASB issued Accounting Standards Update No 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. This Update relates to the Company’s equity method of accounting and the potential interactions between the measurement alternative in Topic 321 and the equity method of accounting in Topic 323 and that diverse views have emerged about the application of the measurement alternative and the equity method of accounting since the adoption of Update 2016-01. The measurement alternative is the ability to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. Paragraph 321-10-35-2, as amended, states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Management adopted the updates, and after evaluation, did not make any modifications to the financial statements.

Note 3. Sale of Stock for Cash

Lincoln Park Financing

On March 30, 2020, we entered into a stock purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $10,250,000 of our common stock (subject to certain limitations) from time to time over a period of three years. The agreement allows us, at our sole discretion, to direct Lincoln Park to purchase shares of our common stock, subject to limitations in both volume and dollar amount. The purchase price of the shares that may be sold to Lincoln Park under the agreement is the lower of (i) the lowest sale price on the date of purchase, or (ii) the average of the three lowest closing prices in the prior 12 business days. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the agreement. This agreement replaced the August 2017 agreement with Lincoln Park. Concurrently with the Purchase Agreement, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement on Form S-1 with the SEC on April 10, 2020. This registration statement was declared effective on April 21, 2020, and as of April 29, 2020, we commenced regular purchases under the agreement. The Purchase Agreement replaced a similar agreement with Lincoln Park dated August 2017.

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we sold ~~18,526,309~~21,444,128 and ~~3,198,358~~9,692,613 shares, respectively, to Lincoln Park, and received ~~$3,015,000~~$3,545,000 and ~~$1,461,000, respectively,~~$1,588,000 in gross and net ~~proceeds.~~proceeds, respectively. Subsequent to ~~June~~September 30, 2021, we continue to draw on the Purchase Agreement for working capital from time to time (see Note 13).

2020 Unit Offering

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, pursuant to an offering commenced in March 2020, we sold ~~3,431,547~~3,820,436 and ~~1,571,667~~2,318,194 shares, respectively, of our common stock and received ~~$505,000~~$575,000 and ~~$242,000,~~$367,000, respectively, in gross and net proceeds, from a total of ~~six~~nine accredited investors. In addition to the shares, we issued each investor a ~~six~~nine-month and a five-year warrant to purchase additional shares (see Note 6, “Warrants Issued in 2020 Unit Offering”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4. Debt Obligations

The following table summarizes our debt obligations outstanding as of ~~June~~September 30, 2021, and December 31, 2020 (in thousands). The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 9, “Debt Obligations of Clyra Medical”).

	June 30, 2021 (Unaudited)			December 31, 2020			September 30 2021 (Unaudited)			December 31, 2020
Current portion of debt:
Note payable, matures on demand 60 days’ notice (or March 8, 2023)	$	0		$	50		$	0		$	50
Line of credit, matures on 30-day demand		0			50			0			50
Total notes payable and line of credit	$	0		$	100		$	0		$	100

Convertible notes payable:
Convertible note payable, matures April 20, 2021	$	0		$	100		$	0		$	100
Convertible note payable, matures August 9, 2021		0			600			0			600
Convertible notes, mature August 12 and 16, 2021		0			406			0			406
Total convertible notes payable		0			1,106			0			1,106
Debt discount, net of amortization		0			(104	)		0			(104	)
Total current liabilities		0			1,102			0			1,102

Long-term debt:
Convertible note payable, matures March 1, 2023	$	50		$	0		$	50		$	0
Debt discount, net of amortization		(29	)		0			(25	)		0
SBA Paycheck Protection Program loans		314			357			314			357
SBA EIDL Loan		150			150			150			150
Total long-term liabilities		485			507			489			507
Total	$	485		$	1,609		$	489		$	1,609

For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we recorded ~~$182,000~~$208,000 and ~~$1,504,000,~~$1,823,000, respectively, of interest expense related to the amortization of discounts on convertible notes payable, and coupon interest from our note payable, convertible notes and line of credit.

The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose during the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Form 10-K filed March 30, 2021.

Cash payment of debt obligations

On ~~May 17,~~August 13, 2021, we paid $178,000 in cash to Vernal Bay Investments, LLC, as payment of one-half the outstanding principal on the convertible note scheduled to mature on August 12, 2021. In addition, we issued 1,272,321 shares of our common stock to pay the remaining principal and interest due on the note.

On March 1, 2021, we paid in cash the outstanding principal of $600,000 on the promissory note issued August 9, 2019, and scheduled to mature on August 9, 2021.

On March 1, 2021, we paid in cash the outstanding principal of $50,000 on the remaining amount due on a line of credit in which was due on demand at any time after September 1, 2019. There is 0 remaining balance on this line of credit, and we no longer have the ability to draw on the line of credit.

Conversion of Debt into shares of common stock

On May 18, 2021, we converted to equity a promissory note that was scheduled to mature on August 18, 2021, in the principal balance of $50,000 into 294,118 shares of our common stock.

On its maturity date of April 20, 2021, we converted to equity a promissory note in the principal balance of $100,000 into 400,000 shares of our common stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Amendment to Note payable matures on 60 days’ notice (or March 8, 2023)

On March 1, 2021, we and the holder of a $50,000 note payable modified the note to set a specific maturity date of March 1, 2023, and allow the investor to convert the note to our common stock at a price of $0.16 per share. In lieu of interest during the extended period of the note, we issued the investor a stock purchase warrant (see Note 6).

Note 5. Share-Based Compensation

Issuance of Common Stock in exchange for payment of payables

Payment of Officer Salaries

On September 30, 2021, we issued 61,842 shares of our common stock at $0.19 per share in lieu of $12,000 of accrued and unpaid salary to our officers. On March 31, 2021, we issued 137,364 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid salary to our officers.

On September 30, 2020, we issued 349,670 shares of our common stock at $0.15 per share in lieu of $52,000 of accrued and unpaid salary to our officers. On June 30, 2020, we issued 367,403 shares of our common stock at $0.16 per share in lieu of $59,000 of accrued and unpaid salary to our officers. On March 31, 2020, we issued 648,755 shares of our common stock at $0.17 per share in lieu of $110,000 of accrued and unpaid salary to our officers.

Payment of Consultant Fees

On September 30, 2021, we issued 586,963 shares of our common stock at $0.19 per share in lieu of $71,000 of accrued and unpaid salary to consultants. On June 30, 2021, we issued 357,132 shares of our common stock at $0.17 per share in lieu of $60,000 of accrued and unpaid obligations to consultants. On March 31, 2021, we issued 610,123 shares of our common stock at $0.23 per share in lieu of $81,000 of accrued and unpaid obligations to consultants.

On September 30, 2020, we issued 270,000 shares of our common stock at $0.15 per share in lieu of $41,000 of accrued and unpaid salary to consultants. On June 30, 2020, we issued 1,406,630 shares of our common stock at $0.16 per share in lieu of $213,000 of accrued and unpaid salary to consultants. On March 31, 2020, we issued 390,735 shares of our common stock at $0.17 per share in lieu of $67,000 of accrued and unpaid obligations to consultants.

Payment of Accrued Interest

During the ~~three~~nine months ended ~~June~~September 30, 2021, we issued 81,777 shares of our common stock at $0.17 per share in lieu of $16,000 of accrued and unpaid interest. NaN shares were issued in the three months ended September 30, 2021.

On September 30, 2020, we issued 1,415,221 shares of our common stock at $0.11 per share in lieu of $150,000 of accrued and unpaid interest. On June 30, 2020, we issued 594,428 shares of our common stock at $0.16 per share in lieu of $30,000 of accrued and unpaid interest. On March 31, 2020, we issued 19,278 shares of our common stock at $0.17 per share in lieu of $4,000 of accrued interest.

Stock Option Expense

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we recorded an aggregate ~~$754,000~~$1,005,000 and ~~$848,000,~~$1,347,000, in selling general and administrative expense related to the issuance of stock options. We issued options through our 2018 Equity Incentive Plan, our now expired 2007 Equity Incentive Plan, and outside of these plans. See Note 9 for information on stock option expense for options issued by subsidiary Clyra.

2018 Equity Incentive Plan

On June 22, 2018, our stockholders adopted the BioLargo 2018 Equity Incentive Plan (“2018 Plan”) as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years. Our Board of Director’s Compensation Committee administers this plan. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The plan authorizes the following types of awards: (i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards. The total number of shares reserved and available for awards pursuant to this Plan as of the date of adoption of this 2018 Plan by the Board is 40 million shares. The number of shares available to be issued under the 2018 Plan increases automatically each January 1st by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Activity for our stock options under the 2018 Plan for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~June~~September 30, 2020, is as follows:

							Weighted											Weighted
							Average		Aggregate									Average		Aggregate
	*Options*			*Exercise*			*Price per*		*intrinsic*		*Options*			*Exercise*				*Price per*		*intrinsic*
	*Outstanding*			*Price per share*			*share*		Value⁽¹⁾		*Outstanding*			*Price per share*				*share*		Value⁽¹⁾
Balance, December 31, 2020		18,865,525		$0.16	–	0.40	$	0.19				18,865,525			$0.16	–	0.40	$	0.19
Granted		2,483,691		0.13	–	0.23		0.19				3,686,462			0.13	–	0.23		0.19
Expired		0			—			0				0				—			0
Balance, June 30, 2021		21,349,216		$0.12	–	0.43	$	0.19
Balance, September 30, 2021												22,591,987			$0.12	–	0.43	$	0.19
Non-vested		(4,218,833	)	0.12	–	0.40		0.23				(4,797,058	)		0.12	–	0.40		0.21
Vested, June 30, 2021		17,130,383		$0.12	–	0.43	$	0.18	$	250,000
Vested, September 30, 2021												17,754,929			$0.12	–	0.43	$	0.18	$	474,000

Balance, December 31, 2019		9,214,356		$0.16	–	0.43	$	0.25				9,214,356			$0.16	–	0.43	$	0.25
Granted		8,610,689		0.17	–	0.22		0.19				9,738,196			0.15	–	0.22		0.15
Expired		(200,000	)	0.18	–	0.34		0.26				(1,546,518	)		0.16	–	0.34		0.26
Balance, June 30, 2020		17,625,045		$0.16	–	0.43	$	0.20
Balance, September 30, 2020												17,406,034			$0.16	–	0.43	$	0.20

(1) Aggregate intrinsic value based on closing common stock price of ~~$0.17~~$0.19 at ~~June~~September 30, 2021.

The options granted to purchase ~~2,483,691~~3,686,462 shares during the ~~six~~nine months ended ~~June~~September 30, 2021 were issued to an officer, board of directors, employees and consultants: (i) we issued options to purchase 300,000 shares of our common stock at an exercise price on the respective grant date of $0.17 per share to our CFO as described below; (ii) we issued options to purchase ~~693,762~~1,049,024 shares of our common stock at an exercise price on the respective grant date of $0.17 and $0.23 per share to members of our board of directors for services performed, in lieu of cash; the fair value of these options totaled $~~130,000,~~198,000; ~~and is recorded as selling, general and administrative expenses;~~ (iii) we issued options to purchase ~~1,298,411~~1,800,011 shares of our common stock to employees as part of an employee retention and expiring options plan at exercises price on the respective date ranging between $0.17 and $0.23 per share; the fair value of employee retention plan options totaled ~~$234,000~~$327,000 and will vest quarterly over four years as long as they are retained as employees; and (iv) we issued options to purchase ~~191,518~~537,427 shares of our common stock to consultants and employees in lieu of cash for unpaid obligations totaling ~~$35,000.~~$95,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

The options granted under the 2018 Plan to purchase ~~8,610,689~~9,738,196 shares during the ~~six~~nine months ended ~~June~~September 30, 2020 were issued to officers, board of directors, employees and consultants: (i) we issued options to purchase 4,880,945 shares of our common stock at an exercise price of $0.14 per share to employees and consultants as a bonus during the COVID-19pandemic. These options vest quarterly over one year and the fair value totaled ~~$656,000~~$616,000; (ii) we issued options to purchase ~~457,500~~517,500 shares of our common stock at an exercise price range of $0.14 – $0.21 per share to our CFO, , with ~~177,500~~392,500 shares having vested during the ~~six~~nine months ended ~~June~~September 30, 2020, and the remaining shares to vest 25,000 monthly through January 31, ~~2021; (~~2021, ~~ii)~~the fair value of the options issued to our CFO totals $100,000; (iii) we issued options to purchase ~~821,434~~1,308,934 shares of our common stock at an exercise price on the respective grant date of $0.17 ,$0.16 and ~~$0.16~~$0.15 per share to members of our board of directors for services performed, all options vested at issuance and the fair value of these options totaled $~~130,000;~~200,000; ~~(iii)~~(iv) we issued options to purchase ~~939,332~~1,346,732 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date of $0.17, $0.16 and ~~$0.16~~$0.15 per share; the fair value of employee retention plan options totaled ~~$151,000~~$201,000 and vest quarterly over four years as long as they are retained as employees; ~~(iv)~~(v) we issued options to purchase ~~449,286~~531,298 shares of our common stock to consultants in lieu of cash for unpaid obligations totaling $~~65,000;~~74,000; and ~~(v)~~(vi) we issued options to purchase ~~1,062,192~~1,152,787 shares of common stock at an exercise price ranging between $0.14 – $0.17 per share to employees to convert accrued and unpaid obligations and for previously issued options that expire. All of these options vested at issuance and the fair value totaled ~~$145,000,~~$156,000. All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Chief Financial Officer Contract Extension

On March 17, 2021, we and our Chief Financial Officer Charles K. Dargan, II, formally agreed to extend the engagement agreement dated February 1, 2008 (the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr. Dargan has been and continues to serve as the Company’s Chief Financial Officer. The Engagement Extension Agreement dated as of February 25, 2020 (the “Engagement Extension Agreement”) provides for an additional term to begin retroactively on October 1, 2019, and to expire January 31, ~~2021~~2022 (the “Extended Term”).

~~Table of Contents~~

~~BIOLARGO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

As compensation for the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase 300,000 shares of our common stock. The Option vests over the period of the Extended Term, with ~~125,000~~200,000 shares having vested as of ~~June~~September 30, 2021, and the remaining ~~175,000~~100,000 shares to vest monthly through January 31, 2022, so long as the agreement is in full force and effect. The Option is exercisable at $0.23 per share, the closing price of our common stock on March 17, 2021, expires ten years from the grant date, and was issued pursuant to the 2018 Equity Incentive Plan. The fair value of these options totaled $49,000, which expense is recorded ratably over the twelve-month agreement term.

The Option is Mr. Dargan’s sole compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no cash component of his compensation for the Extended Term. Mr. Dargan is eligible to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer (although he has made no such requests for reimbursement in the past). All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.

2007 Equity Incentive Plan

On September 7, 2007, and as amended April 29, 2011, the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) was adopted as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of 10 years, which expired on September 7, 2017. The Board’s Compensation Committee administers this plan. AsA\s plan administrator, the Compensation Committee has sole discretion to set the price of the options. As of September 2017, the Plan was closed to further stock option grants.

Activity for our stock options under the 2007 Plan for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is as follows:

							Weighted											Weighted
							Average		Aggregate									Average		Aggregate
	*Options*			*Exercise*			*Price per*		*intrinsic*		*Options*			*Exercise*				*Price per*		*intrinsic*
	*Outstanding*			*price per share*			*share*		Value⁽¹⁾		*Outstanding*			*price per share*				*share*		Value⁽¹⁾
Balance, December 31, 2020		5,689,363		$0.23	-	0.94	$	0.44				5,689,363			$0.23	–	0.94	$	0.44
Expired		(1,453,855	)	0.39	-	0.51		0.40				(1,769,008	)		0.39	-	0.51		0.40
Balance, June 30, 2021		4,235,508		$0.23	-	1.65	$	0.45	$	—
Balance, September 30, 2021												3,920,355			$0.23	–	1.65	$	0.45	$	—

Balance, December 31, 2019		8,769,451		$0.23	–	0.94	$	0.42				8,769,451			$0.23	–	0.94	$	0.42
Expired		(930,000	)	0.39	–	0.58		0.56				(2,899,425	)		0.39	–	0.58		0.38
Balance, June 30, 2020		7,839,451		$0.23	–	1.65	$	0.41		0
Balance, September 30, 2020												5,870,026			$0.23	–	1.65	$	0.44		0

(1) – Aggregate intrinsic value based on closing common stock price of ~~$0.17~~$0.19 at ~~June~~September 30, 2021.

Non-Plan Options issued

Activity of our non-plan stock options issued for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is as follows:

							Weighted											Weighted
	*Non-plan*						*average*		*Aggregate*		*Non-plan*							*average*		*Aggregate*
	*Options*			*Exercise*			*price per*		*Intrinsic*		*Options*			*Exercise*				*price per*		*Intrinsic*
	*outstanding*			*price per share*			*share*		value⁽¹⁾		*outstanding*			*price per share*				*share*		value⁽¹⁾

Balance, December 31, 2020		20,749,583		$0.17	–	1.00	$	0.41				20,749,583			$0.17	–	1.00	$	0.41
Granted		43,956			0.23			0.23				43,956				0.23			0.23
Balance, June 30, 2021		20,793,539		$0.17	–	1.00	$	0.41
Expired												(800,000	)			1.00			1.00
Balance, September 30, 2021												19,993,539			$0.17	–	1.00	$	0.39
Non-vested		(1,996,576	)	0.17	–	0.45		0.45				(1,810,010	)		0.17	–	0.45		0.45
Vested, June 30, 2021		18,796,963		$0.17	–	1.00	$	0.41	$	28,000
Vested, September 30, 2021												18,183,529			$0.17	–	1.00	$	0.38	$	59,000

Balance, December 31, 2019		19,604,107		$0.23	–	1.00	$	0.41				19,888,718			$0.23	–	1.00	$	0.41
Granted		292,437		0.17	–	0.21		0.18				820,476			0.15	–	0.21		0.16
Balance, June 30, 2020		19,896,544		$0.17	–	1.00	$	0.41
Balance, September 30, 2020												20,709,194			$0.15	–	1.00	$	0.40

(1)

– Aggregate intrinsic value based on closing common stock price of ~~$0.17~~$0.19 at ~~June~~September 30, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the ~~six~~nine months ended ~~June~~September 30, 2021, we issued an option to purchase 43,956 shares of our common stock at $0.23 per share to a vendor for services. The fair value of these options total $10,000 and is recorded in our selling, general and administrative expense.

During the ~~six~~nine months ended ~~June~~September 30, 2020, we issued options to purchase ~~292,437~~820,476 shares of our common stock at exercise prices ranging between $0.17 – $0.21 per share to vendors for fees for service. The fair value of the options issued totaled ~~$50,000,~~$135,000, is recorded in our selling, general and administrative expense.

Note 6. Warrants

We issued warrants to purchase our common stock, at various prices for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, is as follows:

							Weighted											Weighted
							average		Aggregate									average		Aggregate
	*Warrants*			*Exercise*			*price per*		*Intrinsic*		*Warrants*			*Exercise*				*price per*		*Intrinsic*
	*outstanding*			*price per share*			*share*		value⁽¹⁾		*outstanding*			*price per share*				*share*		value⁽¹⁾

Balance, December 31, 2020		32,980,989		$0.16	–	1.00	$	0.29				32,980,989			$0.16	–	1.00	$	0.29
Issued		7,088,094		0.14	–	0.26		0.20				7,865,872			0.14	–	0.26		0.20
Exercised												(416,667	)		0	$0.14	0		0.14
Expired		(1,046,528	)	0.19	–	0.35		0.24				(2,743,406	)		0.12	–	0.70		0.59
Balance, June 30, 2021		39,022,555		$0.14	–	1.00	$	0.27	$	140,000
Balance, September 30, 2021												37,686,788			$0.12	–	1.00	$	0.27	$	140,000

Balance, December 31, 2019		43,231,161		$0.16	–	1.00	$	0.42				43,231,161			$0.16	–	1.00	$	0.35
Issued		3,934,592		0.13	-	0.24		0.13				5,427,648			0.13	-	0.24		0.20
Expired		(14,272,820	)	0.40	-	0.49		0.30				(14,272,820	)		0.40	-	0.49		0.46
Balance, June 30, 2020		32,892,933		$0.16	–	1.00	$	0.35
Balance, September 30, 2020												34,385,989			$0.16	–	1.00	$	0.29

(1)

Aggregate intrinsic value based on closing common stock price of ~~$0.17~~$0.19 at ~~June~~September 30, 2021

Warrants issued in 2020 Unit Offering

During the ~~six~~nine months ended ~~June~~September 30, 2021, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate ~~3,431,547~~3,820,436 shares of our common stock at exercise prices between $0.14 – ~~0.21~~0.22 per share, and five-year stock purchase warrants to purchase an aggregate ~~3,431,547~~3,820,436 shares of our common stock at exercise prices between $0.18 – ~~0.24~~0.27 per share.

On August 6, 2021 a holder of a six-month stock purchase warrant exercised the warrant and we received $60,000 and issued 416,667 shares of our common stock.

Warrant issued in conjunction with amendment to note payable

On March 1, 2021, we and the holder of a $50,000 note payable modified the note (see Note 4). In lieu of interest during the extended period of the note, we issued the investor a warrant to purchase 225,000 shares of our common stock at $0.16 per share for a period of five years. The fair value of these warrants totaled $35,000 and is recorded as a debt discount on our consolidated balance sheets, of which amount will be amortized to interest expense over the two-year term of the debt.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Fair Value – Interest Expense

To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement, management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows:

	June 30, 2021				June 30, 2020				September 30, 2021				September 30, 2020
Risk free interest rate			0.71%				0.23%				0.71%			0.15	-	0.23%
Expected volatility			100%				112				100%			100	-	112%
Expected dividend yield			—				—				—				—
Forfeiture rate			—				—				—				—
Expected life in years		.5	–	5		0.33	–	5		.5	–	5		0.33	–	5

The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock. The expected life in years is based on the contract term of the warrant.

Note 7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses for our operations other than our partially-owned subsidiary Clyra Medical included the following (in thousands):

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Accounts payable and accrued expense	$	145	$	315	$	220	$	315
Accrued interest		25		42		25		42
Accrued payroll		161		156		179		156
Total accounts payable and accrued expenses	$	331	$	513	$	424	$	513

Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 9, “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

Note 8. In-process Research and Development

On September 26, 2018, BioLargo and Clyra Medical entered into a transaction (the “Scion Transaction”) whereby BioLargo would acquire, and then license back to Clyra, the intangible assets of Scion Solutions, LLC (“Scion”), and in particular its in-process research and development of the “SkinDisc,” a method for treating advanced hard-to-treat wounds including diabetic ulcers. In addition to a pending patent application, the assets included the technical know-how and data developed by the Scion team.

Note 9. Noncontrolling Interest – Clyra Medical

As discussed in Note 2, we consolidate the operations of our partially owned subsidiary Clyra Medical, of which we owned 45% of its outstanding shares as of ~~June~~September 30, 2021.

Acquisition of In-process Research and Development

On September 26, 2018, Clyra Medical entered into a transaction with Scion ~~Solutions, LLC,~~ for the purchase of its intellectual property, including its ~~SkinDisc.~~SkinDisc (see also Note 8). The consideration provided to Scion is subject to an escrow agreement (“Escrow Agreement”) and earn out provisions and includes: (i) 21,000 shares of the Clyra Medical common stock; (ii) 10,000 shares of Clyra Medical common stock redeemable for 7,142,858 BioLargo common shares (detailed below); and (iii) a promissory note in the principal amount of $1,250,000 to be paid through new capital investments and revenue, as detailed below. This consideration was initially held in escrow pending Clyra Medical raising $1 million “base capital” to fund its business operations.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On December 17, 2018, the parties entered into a closing agreement (“Closing Agreement”) reflecting the satisfaction of the obligation to raise $1 million “base capital”; at that time, one-half of the shares of Clyra Medical common stock exchanged for the Scion assets were released to Scion. The remaining Clyra Medical common shares remain subject to the Escrow Agreement’s performance metrics, each vesting one-fifth of the remaining shares of common stock: (a) notification of FDA premarket clearance of certain orthopedics products, or recognition by Clyra Medical of $100,000 gross revenue; (b) the recognition by Clyra Medical of $100,000 in aggregate gross revenue; (c) the granting of all or any part of the patent application for the SkinDisc product, or recognition by Clyra Medical of $500,000 in gross revenue; (d) recognition by Clyra Medical of $1 million in aggregate gross revenue; and (e) recognition by Clyra Medical of $2 million in gross revenue. As of ~~June~~September 30, 2021, a total of 9,300 shares remain in escrow, the difference having been vested in accordance with the performance metrics.

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~~BIOLARGO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Debt Obligations of Clyra Medical

Note Payable (Scion)

In conjunction with the transaction in which certain intellectual property was purchased from Scion, Clyra issued a promissory note to Scion in the principal amount of $1,250,000 on September 26, 2018 (“Clyra-Scion Note”), accruing interest at an annual rate of 5%. Clyra is obligated to make principal and interest payments periodically, based on a percent (25%) of investment proceeds, and 5% of revenues. Payments are due annually each June 26th until paid. At ~~June~~September 30, 2021 and December 31, 2020, the balance due on the Clyra Medical Note Payable totaled $1,007,000. On June 26, 2021, the maturity date of the note automatically extended by one year, to June 26, 2022.

Inventory Line of Credit

On ~~June~~September 30, 2020, Clyra entered into a one-year revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC committed to provide a $1,000,000 inventory line of credit to Clyra. Clyra has received $260,000 in draws since the inception of the line of credit.

Clyra is required to use funds from the line of credit to produce inventory. Additional draws are conditional upon Clyra presenting invoices or purchase orders to the lender equal to the greater of one-half of principal outstanding on the line of credit, and $200,000. The line of credit note earns interest at 15%, matures in one year, and requires Clyra pay interest and principal from gross product sales. For the first 180 days, on a monthly basis, Clyra is required to pay 30% of gross product sales to reduce amounts owed, and thereafter 60% of gross sales. Clyra issued Vernal Bay 323 shares of its common stock as a commitment fee for the line of credit, valued at $70,000. A security agreement of the same date grants Vernal Bay a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code. Clyra may prepay the note at any time.

During the ~~six~~nine months ended ~~June~~September 30, 2021, we made payments on the line of credit totaling ~~$24,000.~~$28,000. In April, 2021, Vernal agreed to extend the maturity date by one year, to June 30, 2022. Clyra agreed to make interest-only payments through August 31, 2021, and then, in addition to interest payments, principal payments equal to the greater of (i) $7,500 and (ii) 40% of product sales beginning September 2021, for ~~six~~nine months, and thereafter the greater of (i) $7,500 and (ii) 60% of product sales.

As of ~~June~~September 30, 2021, the balance outstanding on this line of credit totals ~~$200,000.~~$196,000.

Prepaid Marketing - Consulting Agreement

On December 30, 2015, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to Clyra related to its sales and marketing activities, and in exchange receive $23,000 per month for a period of four years. On June 30, 2020, at Clyra’s request, Beach House Consulting agreed to accept 3,639 shares of Clyra common stock, in lieu of cash, as full prepayment of the consulting fee. The obligation to provide the consulting services is dependent on Clyra generating an average of $250,000 in monthly sales over three consecutive months, which has not been met. The value of the shares issued to Beach House totaled $788,000 and is recorded as a non-current asset (prepaid marketing) on our balance sheet.

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BIOLARGO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Clyra Medical Equity transactions

As of ~~June~~September 30, 2021, Clyra Medical had the following common shares outstanding:

Shareholder	*Shares*		*Percent*			*Shares*		*Percent*
BioLargo, Inc.		49,207		45	%		49,207		45	%
Sanatio Capital		18,704		17	%		18,704		17	%
Scion Solutions~~(1)~~		21,700		20	%		21,700		20	%
Other		19,280		18	%		19,280		18	%
Total		108,891					108,891

The above amounts do not include an additional 9,300 shares held in escrow subject to performance metrics that have not been met.

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~~BIOLARGO, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Sales of Common Shares

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 Clyra raised $50,000 and $849,000 at $310 per Clyra share.

Stock Options

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. As of December 31, 2020, the Company had issued options to purchase 11,411 shares of Clyra stock. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, Clyra issued options to purchase ~~1,248~~2,074 and ~~1,945~~2,685 shares of its common stock, respectively. Each option issued has an exercise price of $1.00 per share, are vested upon issuance and an expiration date 10 years from the date of grant. The fair value of the options issued in in the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 totaled ~~$263,000~~$442,000 and ~~$441,000,~~$580,000, respectively. We used the Black-Scholes model to calculate the initial fair value, assuming a stock price on date of grant of $310 per share. Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30%.

Clyra Accounts Payable and Accrued Expenses

Clyra had the following accounts payable and accrued expenses as follows:

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Accounts payable and accrued expense	$	582	$	402	$	551	$	402
Accrued interest		127		32		51		32
Accrued payroll		51		102		127		102
Total Clyra Medical accounts payable and accrued expenses	$	760	$	536	$	729	$	536

Note 10. BioLargo Engineering, Science and Technologies, LLC

In September 2017, we commenced a full-service environmental engineering firm and formed a Tennessee entity named BioLargo Engineering, Science & Technologies, LLC (“BLEST”). ~~In conjunction with the start of this subsidiary, we entered into a~~ ~~three~~~~-year office lease in the Knoxville, Tennessee area, and entered into employment agreements with~~ ~~six~~ ~~scientists and engineers.~~ (See Note 11, “Business Segment Information”.) The company was capitalized with two classes of membership units: Class A, 100% owned by BioLargo, and Class B, held by management of BLEST, and which initially ~~have~~had no “profit interest,” as that term is defined in Tennessee law. ~~However, over the succeeding~~ ~~five~~ ~~years, the~~The Class B members can earn up to a 30% profit interest. They were also ~~have been~~ granted options to purchase up to an aggregate 1,750,000 shares of BioLargo, Inc. common stock. The profit interest and option shares are subject to a ~~five~~ ~~year~~ vesting schedule tied to the performance of the subsidiary ~~including gross revenue targets that increase over time, obtaining positive cash flow by~~ ~~March 31, 2018 (~~~~which was~~ ~~not~~ ~~met), collecting 90% of its account receivables, obtaining a profit of 10% in its~~ ~~first~~ year (and increasing in subsequent years), making progress in the scale-up and commercialization of our AOS system, and using BioLargo research scientists (such as our Canadian team) for billable work on client projects. These criteria are to be evaluated annually by BLEST’s compensation committee (which includes BioLargo’s president, CFO, and BLEST’s president), beginning September 2018. Given the significant performance criteria, the Class B units and the stock options will only be recognized in compensation expense if or when the criteria are satisfied.

~~The BLEST Compensation Committee has met regularly since the subsidiary commenced operations. In~~ As of ~~2018,~~September 30, 2021, ~~it reviewed the operating performance and determined that the performance metrics were~~ ~~not~~ ~~met and as a result, did~~ ~~not~~ ~~award any Class B units or stock options. In~~ ~~November 2019,~~ ~~it determined that a portion of the performance metrics were met, and that~~ ~~one~~~~-half of the eligible profits~~management holds 6.25% profit interests ~~would be vested (2.5%~~ in the ~~aggregate),~~company, and ~~therefore~~have vested ~~one~~437,500~~-half of the option interests (10%) would be vested (175,000 options~~ shares in the ~~aggregate).~~BioLargo options. The vesting of option shares ~~resulted in a fair value totaling $44,000, recorded on our consolidated statement of operations as selling, general and administrative expense. The fair value of~~during the ~~profit interest was nominal and~~ ~~not~~nine ~~booked. In~~months ended ~~January 2021,~~September 30, 2020, ~~the committee again reviewed the operating performance and determined that a portion of the performance metrics were met. It was agreed that~~ ~~one~~~~-half and~~ ~~one~~~~-quarter of the eligible profits interests would be vested (3.75% in the aggregate), and therefore~~ ~~one~~~~-half of the option interests (15%) would be vested (262,500 options shares in the aggregate). The vesting of option shares~~ resulted in a fair value totaling $65,000 recorded on our consolidated statement of operations as selling, general and administrative ~~expense for~~expense. NaN shares have vested during the ~~year~~nine months ended ~~December 31, 2020.~~ ~~NaN additional meetings or evaluations have taken place as of~~ ~~June~~September 30, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 11. Business Segment Information

BioLargo currently has 4four operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc. The four operational business segments are:

ONM Environmental (formerly Odor-No-More) (“ONM”) -- which sells odor and volatile organic control products and services (located in Westminster, California);

Clyra Medical Technologies (“Clyra”) -- which develops and sells medical products based on our ~~technologies, including Clyraguard Personal Protective Spray;~~

technologies;

BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations ~~as needed~~and product development (located in Oak Ridge, Tennessee); and

BioLargo Water (“Water”) -- ~~which historically~~our Canadian team of scientists and engineers focused ~~entirely~~ on ~~R&D,~~refining and ~~has now shifted its focus to~~ commercializing ~~the~~our AOS ~~technology, developing manufacturing operations for hand sanitizers~~water treatment system, and supporting ~~the~~our other research and development ~~of iodine based disinfecting products for the company (located in Edmonton, Alberta Canada).~~

efforts.

Historically, none of our operating business units have operated at a profit and therefore each required additional cash to meet its monthly expenses. The additional sources of the cash to fund the shortfall from operations of ONM, BLEST and BioLargo Water have been provided by BioLargo’s sales of debt or equity, research grants, and tax credits. Clyra Medical has primarily been funded by third party investors who invest directly in Clyra Medical in exchange for equity ownership in that entity.

The segment information for the three

and nine months ended September 30, 2021 and 2020, is as follows (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Revenue
BioLargo corporate	$	0		$	0		$	7		$	0
ONM		420			356			1,058			952
BLEST		416			334			1,070			778
Water		2			124			11			21
Clyra Medical		9			21			119			145
Intersegment revenue (BLEST)		(135	)		(169	)		(522	)		(374	)
Total	$	712		$	666		$	1,743		$	1,522

Operating loss
BioLargo corporate	$	(868	)	$	(870	)	$	(2,726	)	$	(2,970	)
ONM		(72	)		(144	)		(355	)		(431	)
Clyra Medical		(219	)		(491	)		(958	)		(1,219	)
BLEST		(140	)		(298	)		(513	)		(465	)
Water		(156	)		(106	)		(461	)		(530	)
Total	$	(1,455	)	$	(1,909	)	$	(5,013	)	$	(5,615	)

Interest expense
BioLargo corporate	$	(6	)	$	(281	)	$	(112	)	$	(1,761	)
Clyra Medical		(20	)		(37	)		(96	)		(62	)
Total	$	(26	)	$	(318	)	$	(208	)	$	(1,823	)

Research and development expense
BioLargo corporate	$	(220	)	$	(259	)	$	(765	)	$	(580	)
Clyra Medical		(20	)		(68	)		(53	)		(129	)
BLEST		(130	)		(106	)		(358	)		(272	)
Water		(109	)		(83	)		(366	)		(83	)
Intersegment R&D		135			169			515			350
Total	$	(344	)	$	(347	)	$	(1,027	)	$	(1,031	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The segment information for ~~the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~is as follows (in thousands):~~

Three months ended June 30,

Six months ended June 30,

2021

2020

2021

2020

Revenue

BioLargo corporate
$ 0 $ 0 $ 7 $ 0
ONM
318 299 638 596
BLEST
266 160 654 444
Water
0 0 9 0
Clyra Medical
0 21 114 21
Intersegment revenue
(120 ) (62 ) (387 ) (205 )
Total
$ 464 $ 418 $ 1,035 $ 856

Operating loss

BioLargo corporate
$ (937 ) $ (1,129
)
$ (1,860 ) $ (1,936 )
ONM
(107 ) (134
)
(283 ) (287 )
Clyra Medical
(300 ) (422
)
(739 ) (728 )
BLEST
(190 ) (124
)
(373 ) (331 )
Water
(168 ) (196
)
(305 ) (424 )
Total
$ (1,702 ) $ (2,005
)
$ (3,560 ) $ (3,706 )

Interest expense

BioLargo corporate
$ (51 ) $ (735
)
$ (106 ) $ (1,479 )
Clyra Medical
(38 ) (12
)
(76 ) (25 )
Total
$ (89 ) $ (747
)
$ (182 ) $ (1,504 )

Research and development expense

BioLargo corporate
$ (209 ) $ (119
)
$ (545 ) $ (321 )
Clyra Medical
(6 ) (47
)
(33 ) (61 )
BLEST
(123 ) (85
)
(228 ) (166 )
Water
(138 ) (137
)
(257 ) (317 )
Intersegment R&D
120 38 380 181
Total
$ (356 ) $ (350
)
$ (683 ) $ (684 )

~~The segment asset information for~~ ~~June~~September 30, 2021 and December 31, 2020, is as follows (in thousands):

As June 30, 2021

BioLargo

ONM

Clyra

BLEST

Water

Elimination

Total

Tangible assets
$ 1,072 $ 431 $ 1,016 $ 321 $ 151 $ (47 ) $ 2,944
Right of use
185 0 0 126 0 0 311
Investment in South Korean joint venture
40 0 0 0 0 0 40
Intangible assets
2,150 0 0 0 0 0 2,150

As of December 31, 2020

BioLargo

ONM

Clyra

BLEST

Water

Elimination

Total

Tangible assets
$ 603 $ 624 $ 1,125 $ 314 $ 105 $ (42 ) $ 2,388
Right of use
215 0 0 126 0 0 341
Investment in South Korean joint venture
63 0 0 0 0 0 63
Intangible assets
2,150 0 0 0 0 0 2,150

~~Table of Contents~~

As September 30, 2021	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	805	$	449	$	1,030	$	390	$	171	$	(47	)	$	2,798
Right of use		170		0		0		126		0		0			296
Investment in South Korean joint venture		40		0		0		0		0		0			40
Intangible assets		2,150		0		0		0		0		0			2,150

~~BIOLARGO, INC. AND SUBSIDIARIES~~

As of December 31, 2020	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	388	$	624	$	1,125	$	188	$	105	$	(42	)	$	2,388
Right of use		215		0		0		126		0		0			341
Investment in South Korean joint venture		63		0		0		0		0		0			63
Intangible assets		2,150		0		0		0		0		0			2,150

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Note 12. Commitments and Contingencies

Office Leases

We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, rental expense was ~~$113,000~~$170,000 and ~~$114,000,~~$167,000, respectively. As of ~~June~~September 30, 2021, our weighted average remaining lease term is ~~three~~two years and the total remaining operating lease payments is ~~$434,000.~~

On ~~January 1, 2019,~~ ~~we adopted ASC~~ ~~842~~ ~~which resulted in a right-of-use asset and lease liability. Short-term leases are~~ ~~not~~ ~~included in our analysis. The adoption resulted in an immaterial cumulative effect of an accounting change that was~~ ~~not~~ ~~recorded. The lease of our Westminster facility qualifies for the new treatment; it originated in~~ ~~August 2016,~~ ~~was originally scheduled to expire~~ ~~August 2020,~~ ~~contains a yearly escalation of 3%, and includes a~~ ~~four-year renewal option whereby the base rent is adjusted to then market value. During~~ ~~2020,~~ ~~we exercised our option to extend the lease for~~ ~~four~~ ~~years. It is too early for management to determine if it will extend another~~ ~~four~~ ~~years, therefore the additional~~ ~~four~~~~-year extension is~~ ~~not~~ ~~included in the analysis. The lease of our Oak Ridge, Tennessee facility also qualifies, and it had~~ ~~one three-year extension to~~ ~~September 2022,~~ ~~and has~~ ~~one~~ ~~renewal option for another~~ ~~five~~ ~~years where the rental rate would adjust to greater of the current price and fair market value.~~ No ~~determination has been made whether to exercise the~~ ~~five~~~~-year renewal option for the Oak Ridge facility. The lease of our Canadian facility is less than~~ ~~one~~ ~~year.~~ ~~None~~ ~~of our leases have additional terms related to the payments or mechanics of the lease. The leases have~~ no ~~additional payment terms such as common area maintenance payments, tax sharing payments or other allocable expenses. Likewise, the leases do~~ ~~not~~ ~~contain other terms and conditions of use, such as variable lease payments, residual value guaranties or other restrictive financial terms. Since there is~~ no ~~explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18% to determine lease liability.~~$390,000.

Note 13. Subsequent Events.

Management has evaluated subsequent events through the date of the filing of this Annual Report and management noted the following for disclosure.

Sales to Lincoln Park

From ~~July~~October 1, 2021, through ~~August 9,~~November 11, 2021, we sold ~~884,391shares~~2,357,829 shares of our common stock to Lincoln Park (see Note 3), and received ~~$164,000~~$395,000 in gross and net proceeds.

~~Unit Offering Investment~~

~~From~~ ~~July 1, 2021,~~ ~~through~~ ~~August 12, 2021,~~ ~~we received~~ ~~one~~ ~~investment in our~~ ~~2020~~ ~~Unit Offering (see Note~~ 3~~) of $70,000 and issued 388,889 shares of common stock, a~~ ~~six-month warrant to purchase 388,889 shares of common stock at $0.216 per share, and a~~ ~~five-year warrant to purchase 388,889 shares of common stock at $0.27 per share.~~

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~~Item 2.~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC. These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement. BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of ~~June~~September 30, 2021, unless expressly stated otherwise, and we undertake no duty to update this information.

As used in this report, “we” and “Company” refers to (i) BioLargo, Inc., a Delaware corporation; (ii) its wholly-owned subsidiaries BioLargo Life Technologies, Inc., a California corporation, ONM Environmental, Inc., a California corporation, ~~BioLargo Water Investment Group, Inc., a California corporation (which wholly owns BioLargo Water, Inc., a Canadian corporation),~~ and BioLargo Development Corp., a California corporation, (iii) its majority-owned subsidiary BioLargo Engineering, Science & Technologies, LLC, a Tennessee limited liability company, and Canadian subsidiary BioLargo Water, Inc.; and (iv) Clyra Medical Technologies, Inc. (“Clyra”), a partially owned subsidiary.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this report.

Our Business - Innovator and Solution Provider

BioLargo, Inc. invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination, advanced water and wastewater treatment, industrial odor and VOC control, air quality control, and infection control. ~~With~~Having conducted over thirteen years of extensive research and development, BioLargo holds a wide array of issued patents, maintains a robust pipeline of products, and provides full-service environmental engineering. We invent or acquire novel technologies and develop them to maturity through our operating subsidiaries using cutting-edge scientific and engineering methodologies. With a keen emphasis on partnerships with academic, government, and commercial organizations and associations, BioLargo has proven itself with over 80 awarded grants and numerous pilot projects. We monetize through direct sales, recurring service contracts, licensing agreements, strategic joint venture formation and/or the sale of the ~~intellectual property.~~IP.

InThe past few months was marked by important advancements in the ~~last year,~~commercialization of our innovative cleantech products and a notable financial performance improvement of our engineering subsidiary, which far surpassed its previous quarterly and monthly revenue records. We launched the first phase of the commercial roll-out of our PFAS water treatment business, the commercial testing of contaminated water provided by prospective clients as part of our “PFAS Testing Program”. As part of our Garratt-Callahan partnership, we ~~developed~~designed and ~~refined~~manufactured the first unit of a new ~~technologies~~water treatment technology based on their patented process that ~~are~~is expected to result in first sales in Q1 of 2022. We launched a new partnership for a consumer pet odor product with a group of experienced marketing professionals which is now ~~ready for commercial trials (see~~ ~~Development of AEC to Combat PFAS Crisis~~~~, and~~ ~~New Technology~~ – ~~Mineral Extraction)~~~~, formalized strategic relationships to expand sales and revenues (see~~ ~~South Korean Joint Venture~~~~, and~~ ~~Full Service Environmental Engineering~~~~), arranged for demonstration pilot projects for~~in its test-marketing phase with its first television commercials now on the air. Finally, our AOS ~~water~~technology pilot project at the wastewater treatment ~~system (see~~ ~~Sunworks Farm Pilot~~plant near Montreal confirmed that our technology is faster and ~~Municipal Wastewater Treatment Pilot~~ – ~~Montreal~~~~), increased revenues, including those~~more energy efficient at removing micropollutants from real wastewater than other technologies. In this section, we’ll discuss each of our flagship product, CupriDyne Clean (see Results of Operations), and began the process to register our CupriDyne technology with the EPA to make advanced sanitization and disinfection claims, all the while we and the world struggled through the challenges presented by the COVID-19 pandemic.these milestones in detail.

Formula for Success: Technology, Talent and Purpose

Technology

~~The Company~~BioLargo has continually advanced its robust portfolio of technologies since the first acquisition of early iterations of the BioLargo technology in the spring of 2007. Our innovations have primarily been developed through ~~the company’s~~our internal resources, and some through acquisition. These include patents, patents pending, and trade secrets that include solutions for:

●

Water decontamination, including:

~~Table of Contents~~

Removal of per- and poly-fluoroalkyl substances (PFAS) from drinking and ground water

Table of Contents

~~Micro-pollutant~~Micropollutant destruction and removal

Legionella detection and water treatment solutions

●

Air quality controls and systems including odor and VOC control

●

Mineral processing

●

Infection control

●

Wound management

●

Regenerative tissue therapy

●

Disinfection

Talent

We have steadily grown our team to 27 team members and numerous other part-time consultants, including highly qualified PhDs, engineers, MDs and medical professionals, construction professionals, field service technicians, innovators, sales marketing specialists, entrepreneurial and executive leadership.

Purpose

Our mission to make life better drives us to serve others with integrity, knowledge, technology, and solutions that protect the environment, improve quality of life, and protect lives. All our technologies were developed from the ground-up to be sustainable, practical solutions to significant global challenges. We are unique in our ability to tailor our offerings to serve our customers with proven expertise, proven technology and, if needed, we often have the ability to develop new technical solutions to meet our customer’s needs.

Development of AEC to Combat PFAS Crisis

Our engineers at BLEST have developed a novel water treatment system, called the AEC (Aqueous Electrostatic Concentrator), that removes per- and poly-fluoroalkyl substances (PFAS) from water at a fraction of the cost of the most commonly used solutions (carbon filtration and reverse osmosis). PFAS chemicals can cause cancer, infertility, asthma, and other health problems, ~~in human beings,~~ are present in a vast range of manufactured goods, common household products (e.g., cleaning products, cookware), and electronics, and contaminate drinking water in unsafe levels all over the globe. PFAS water contamination is a significant problem worldwide. In the United States, PFAS chemicals have been estimated to be present in the blood of 98% of the population and have been linked to a plethora of health problems including high cholesterol, liver dysfunction, immune disorders, and various cancers. Thousands of communities so far in the U.S. have been proven to be affected by PFAS water contamination. In Orange County, California, where our corporate offices are located, more than 40 drinking water wells have been taken out of service due to PFAS contamination, and county officials estimate that treating the wells using existing technologies will cost more than $200 million in capital costs and more than $400 million in maintenance and operating costs, with a total cost over 30 years of ~~nearly~~more than $1 billion. Operational costs include the cost to dispose of ~~PFAS laden filters.~~PFAS-laden filters, filtration media, or ion exchange media. Our technology significantly reduces these costs, as it concentrates the PFAS chemicals ~~into smaller areas~~onto special membranes, resulting in lower disposal ~~costs.~~costs because our technology generates approximately 1/1000 the amount of PFAS-laden waste by weight.

In July we announced our multi-phased commercial approach to treat PFAS contaminated water with our AEC water treatment system: (1) off-site treatment of client supplied water, (2) on-site pilot treatment at client location, and (3) full-scale operation. In the first step, we will receive contaminated water from a potential client, evaluate the properties of the water in order to ensure optimization of our equipment, treat the water with the AEC, and then send the water to an independent laboratory for analysis to confirm the PFAS molecules have been removed in accordance with Federal, State or client specifications. The first phase serves as a “proof of concept” to give the client confidence in moving to the next phase – installation of on-site pilot-level equipment to remove PFAS contaminates in real-world client setting. Once piloting is complete, BioLargo would offer customized commercial-scale systems to each client.

Testing of water provided by our first prospective PFAS treatment client, a large municipality in Southern California, has proven that BioLargo’s PFAS treatment technology can remove all PFAS compounds of regulatory interest to below State and Federal standards while operating under acceptable parameters of flow rate and energy consumption. BioLargo engineers are conducting further testing to optimize operation of the AEC with the prospective client’s water to meet the client’s internal targets for final PFAS concentration. Testing of water from a second prospective client, an agency of the Federal government, is expected to begin next week. Testing of water from both of these clients was delayed due to logistical challenges including shipping delays out of our control.

Governments and industry are actively seeking less expensive and/or more effective technologies and processes to eliminate PFAS from groundwater and drinking water. The U.S. Environmental Protection Agency (“EPA”) has made finding an economical solution a priority, announcing in February 2021 final regulatory determinations on the safe maximum levels of PFAS in drinking water, paving the way for regulating the chemicals through the Safe Drinking Water Act and creating a regulatory environment where municipalities will be required to install technologies that help remove PFAS from their drinking water supplies prior to distribution. In March 2021, a bipartisan group in the House of Representatives introduced a bill to regulate PFAS titled the PFAS Action Act of 2021; on July 21, 2021, the House passed the bill and sent it to the Senate for consideration. As passed by the House, the proposed legislation would establish a national drinking water standard for select PFAS chemicals under the Safe Drinking Water Act, ~~designate them as hazardous chemicals (allowing the EPA to clean up contaminated sites and creating stricter rules for handling them under CERCLA),~~ limit industrial discharges under the Clean Water Act, and provide $200 million annually to assist water utilities and treatment facilities to remove PFAS chemicals from their water. The bill would also restrict incineration of PFAS-containing wastes under the Clean Air Act, which could significantly limit the use of the most common treatment strategy: carbon filtration followed by carbon incineration. When PFAS-laden carbon is incinerated, not only does it produce vast volumes of greenhouse gases such as carbon dioxide, but ~~new~~ evidence suggests volatile fluorochemicals like carbon tetrafluoride, hexafluoroethane, and hydrogen fluoride are released into the air which may have serious human health impacts on adjacent communities. ~~As our~~Our technology ~~significantly reduces the amount of material that has to be disposed, it~~ can be disposed of ~~economically in~~ ways other than incineration, and when it is incinerated, it is incinerated in a fraction of the volume of carbon filtration equivalents.

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In ~~July~~October of 2021, ~~two potential clients (a major municipality in Southern California~~the EPA released its PFAS Strategic Roadmap, outlining the agency’s multifaceted strategy to regulate and ~~a federal government agency) sent us~~remediate PFAS over the next three years and beyond. As part of their roadmap, the EPA announced their intent to regulate certain PFAS compounds as hazardous substances regulated under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), an action that would 1) make PFAS-contaminated ~~water samples to be treated~~sites eligible for Superfund funding, and 2) create more stringent disposal and handling requirements for PFAS compounds and PFAS-laden waste, such as that produced by ~~our AEC~~certain water treatment ~~system. This is~~technologies in the ~~first step~~process of ~~BioLargo’s multi-phased commercial approach: (1) off-site treatment~~treatment. BioLargo anticipates that this action will have a beneficial effect on the relative value proposition of ~~client supplied water, (2) on-site pilot treatment at client location, and (3) full-scale operation. In this first step,~~ our engineers receive contaminated water from the client, evaluate it for operational optimization, treat the water removing the PFAS chemicals, and then have an independent laboratory analyze the treated water to confirm the PFAS has been removed to client specifications. In essence, it is a “proof of concept” phase to give the client confidence before moving to on-site treatment. Assuming a successful first phase, these agencies have asked for proposals for on-site piloting to confirm treatment success at a larger scale at the client location. Once piloting is complete, BioLargo would offer customized commercial-scale systems to each client.technology, which produces less PFAS-laden waste than other technologies.

There are three main markets for PFAS water treatment in the U.S., each of which we intend to address in the coming years. The first is municipal water treatment – that is water which needs treatment for PFAS before it can be distributed to the public or water that must be treated from a wastewater treatment plant. Southern California, Michigan and Wisconsin may be hotbeds for this market, as the states have adopted stringent regulations on PFAS limits in drinking water and wastewater, and significant initiatives have begun to implement systems to address the problem. The second market is military bases, where the use of PFAS-containing fire-fighting foam has contaminated the soil and groundwater. These sites are numerous and have significant groundwater and soil contamination problems which regulators are likely to require remediation for in the coming years. The third market is treatment for water intake or outfalls of industrial facilities that use PFAS compounds in manufacturing and other industrial processes. Our first pilot projects are in municipal water treatment. As our engineers are already providing environmental engineering services on U.S. Air Force bases, we believe that work may lead to sales in that arena. While the AEC is designed to efficiently remove and collect PFAS to allow for efficient disposal, our engineers have also conceived of a number of techniques to provide efficient destruction of concentrated PFAS and the membrane collection systems involved in the AEC system. Estimates for the size of the overall PFAS water treatment market vary wildly, due largely to the fact that it is an emerging market, but some estimates place its size over the next ten years between $3 billion per year and $80 billion per year.

ONM Environmental - Industrial Odor and VOC Solutions

~~In 2020, we changed the name of our odor control subsidiary Odor-No-More, Inc., to~~ ONM Environmental, Inc., is BioLargo’s subsidiary that delivers robust and comprehensive products and services to ~~reflect the expansion~~control and mitigate odor and volatile organic compounds (“VOCs”) emitted from a variety of ~~its work from odor control product sales to more robust environmental services.~~industrial activities, including landfills and other waste handling facilities. Its flagship product, CupriDyne® Clean, reduces and eliminates tough odors and ~~volatile organic compounds (“VOCs”)~~VOCs in various industrial settings. CupriDyne Clean is delivered through misting systems, sprayers, water trucks and similar water delivery systems designed, manufactured and installed by ONM. We believe the product is the number-one performing odor-control product in the market, and that it offers substantial savings to our customers compared with competing products. In response to customer demand for expanded services, ONM Environmental now holds General, Electrical, Plumbing and Low Voltage contractor licenses issued by the California Contractors State License Board, and offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries. These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems).

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We have been and expect to continue selling product to the largest solid waste handling companies in the country, with a significant portion of chemistry product sales resulting from national purchasing agreements (NPAs) with large waste handling companies. We also have a number of potential partners actively engaged in commercial trials around the globe and we are actively in discussion with a number of groups to leverage our commercial focus through distribution partnerships.

In the past quarter, ONM Environmental was awarded an exclusive three-year supply contract with a large municipality in Southern California for the delivery of CupriDyne Clean, which will provide a steady source of chemistry supply revenue for the company over the next three years.

ONM Environmental offers a deodorizing and sanitizing technology, called EcoMist®, that is installed directly onto waste collection vehicles and automatically sprays odor control products and/or sanitizer into refuse bins or dumpsters during the waste collection process. Since acquiring this product in late 2020, ONM has been upgrading the product prepositioning it, and creating marketing collateral readying for launch. A video showing EcoMist® in operation can be viewed here: ~~https://www.biolargo.com/ecomist-video~~. EcoMist® is an “out-of-the-box” product, allowing customers to install the system themselves, and will thus not require a significant investment in logistics and servicing to support sales. ONM Environmental is focusing on selling the product to its current customers and garbage truck manufacturers.

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~~Cannabis Industry~~Consumer Products

~~Our CupriDyne Clean~~Ikigai Holdings, LLC, which was founded by accomplished industry executives from the consumer-packaged goods industry who have executed successful launches of at least five blockbuster products, has licensed and begun testing a television commercial it developed for a CupriDyne-based household pet odor removal product and a laundry additive for pet related odors under brand name “Pooph”. It will evaluate testing results, and has advised us that if its test marketing phase is ~~sold~~successful, will launch the product with the goal to sell to the ~~Cannabis industry under a private-label brand through a third party, Mabre Systems. Testing shows~~major retailers in the United States (e.g., Walmart, Target, etc.). Ikigai has represented that ~~CupriDyne Clean eliminates the odors emitted by Cannabis grow and production facilities. Sales~~subject to the ~~industry were severely impacted by~~successful launch of these two initial products additional products would be considered. Ikigai has reported that in its first week of test marketing that Ikigai was seeing “very promising results”, and that the ~~pandemic,~~next few weeks would be critical in evaluating their expectations of volume and ~~we expect and hope that sales will increase this fiscal year.~~velocity, two critical metrics to support expanded investment.

South Korean Joint Venture

On February 12, 2020, we executed a “Joint Venture Framework Agreement” with a leading wastewater treatment solution provider based in South Korea (BKT Co. Ltd., “BKT”), to create a South Korean entity that would manufacture odor and VOC control products based on our CupriDyne Clean products. We own 40% of the joint venture. Although the joint venture established manufacturing and is marketing the product, the pandemic significantly impacted the expected growth of the company. In late 2020, the joint venture (under the name Odin) established corporate offices at the Korea Water Cluster, which is a new world-renowned water innovation campus located in Daegu, South Korea, a center for industrial innovation in Asia. The move positions Odin well to interface with other innovators in the water treatment sector as well as with industry leaders who may need Odin’s products for air quality control.

Full Service Environmental Engineering

Our subsidiary BioLargo Engineering, Science & Technologies, LLC (“BLEST”) offers full service environmental engineering to third parties and provides engineering support services to our internal teams to accelerate the commercialization of our technologies. Its website is found at www.BioLargoEngineering.com.

BLEST focuses its efforts in three areas:

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providing engineering services to third-party clients

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supporting internal product development and business units’ services to customers (e.g., the AOS); and

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advancing their own technical innovations such as the AEC PFAS treatment technology

The subsidiary is located in Oak Ridge (a suburb of Knoxville, Tennessee), and employs seven scientists and engineers who collectively worked together for almost 30 years and experience in diverse engineering ~~fields, as well as multiple independent engineers.~~fields. The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm. The other team members are also former employees of CB&I and Shaw. The team is highly experienced across multiple industries and they are considered experts in their respective fields, including chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management & testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design & permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities. The engineering team also has developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed, from time to time.

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~~BLEST has partnered~~

In association with Garratt-Callahan, a national industrial water treatment company, ~~to develop and then sell custom~~BLEST is developing a “minimal liquid discharge” wastewater treatment ~~equipment to recycle water from commercial facilities.~~system based on Garratt-Callahan proprietary technology that would industrial wastewater discharge and therefore reduce wastewater discharge fees for customers. Garratt-Callahan plans to ~~launch commercial sales of~~begin selling the new systems in ~~late 2021 or~~ early 2022. BLEST will serve as the manufacturing partner and Garratt Callahan will serve as the selling distributor to leverage their national sales force and over one hundred years of providing services and products to customers. ~~BLEST is also working~~In recent weeks, BioLargo’s engineers have just finished building the first full-scale prototype of this new technology and will soon be testing it with Garratt Callahan to expand sales of other BioLargo products. While early, the parties are working closely together and have successfully sold other BioLargo products to customers within the Garratt Callahan network ofwater provided by two Garratt-Callahan customers.

In the second quarter of 2021, BLEST was notified of several important contract awards of significance that have the potential to increase the company’s operating cash flow and support the subsidiary’s role of commercializing BioLargo’s patented technologies. The new contract wins are for work with 1) a resin manufacturing facility, 2) a dairy farm, 3) a new project at Picatinny Arsenal, one of the company’s long-time customers, 4) a potato processing plant, and 5) a US Air Force base, adding to the other seven bases already served by the company. Together, the new contracts are worth more than $1.2 million in revenue. To-date, BLEST has completed over half of the work for these projects, with one of the larger projects having been delayed several months, now expected to complete in early to mid-2022. These contracts contributed significantly to BLEST’s quarter-over-quarter revenue ~~most~~growth of ~~which will be earned over the next six months.~~92% and its record monthly revenue in October 2021.

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New Technology – Mineral Extraction

~~At the request of a client,~~ BLEST developed a proprietary and patent-pending process to extract valuable minerals from certain types of industrial waste. ~~As a result of this invention, the client is planning a~~A substantial long-term project ~~expected~~for a particular client is in the planning stages, and we are working to ~~generate for~~facilitate the ~~client over $1B in revenues, while avoiding expensive soil remediation costs. We are in negotiations to take the lead~~organization of this project as ~~project~~ engineer/operator. We believe ~~there are multiple~~our technology may have application to other similarly situated industrial waste ~~sites across the country and around the world that would benefit from our newly developed process, and, as~~sites. At this time, we have not dedicated budget or resources ~~permit, we intend~~ to ~~explore these~~pursue such opportunities.

BioLargo Water and the Advanced Oxidation System – AOS

BioLargo Water is our wholly owned subsidiary located ~~on campus at the University of~~in Edmonton, Alberta, ~~Edmonton,~~ Canada, that developed and is ~~commercializing~~attempting to commercialize our Advanced Oxidation ~~System~~water treatment system (AOS). The AOS is our patented water treatment device that generates ~~a series of~~ highly oxidative and energetic species of iodine and other molecules ~~that, because of its proprietary configuration and inner constituents,~~which allow it to rapidly and effectively eliminate pathogenic organisms and organic contaminants as water passes through the device. The key value proposition of the AOS is its ability to reduce or eliminate a wide variety of waterborne contaminants with high performance while ~~consuming extremely low levels of input~~using very little electricity and ~~extremely low levels of chemistry inputs – a trait~~input chemicals. This is made possible by the ~~complex set of~~ highly oxidative iodine compounds and reactive oxygen species generated within the AOS reactor as well as the unique and proprietary physical constitution and geometry of the reactor. Our proof-of-concept studies and ~~case studies~~on-site pilot projects have generated results that project the AOS will be more cost- and energy-efficient than commonly used advanced water treatment technologies such as UV, electro-chlorination, and ozonation. This value proposition may enable advanced water treatment in applications where it otherwise would have been prohibitively costly, especially where energy efficiency is a key driver for buying decisions. Secondly, the AOSFurthermore, our technology has been proven ~~effective against certain soluble~~capable of removing hard-to-treat organic ~~molecules,~~micropollutants such as pharmaceuticals from water more quickly and ~~a host of~~energy-efficiently than other ~~micropollutants which are difficult to treat with other conventional tertiary water treatment technologies like UV. This characteristic of~~technologies. Together, these characteristics make the AOS ~~may offer a significant incentive for prospective customers~~an economical and versatile tool to ~~choose this technology over established incumbents because~~enable wastewater treatment and reuse in the face of ~~the need in certain contexts to address these hard-to-treat~~emerging water contaminants ~~in addition to traditional targets of tertiary treatment like microorganisms.~~and increasing regulatory scrutiny on industrial wastewater discharge.

BioLargo’s AOS water treatment technology has completed several pre-commercial demonstration pilots, including one at a poultry farm in Alberta, one at a microbrewery in Southern California, and another in Southern California where stormwater was treated by the AOS. It has an ongoing pilot near Montreal to treat municipal wastewater. ~~Presently, we are working to plan the first commercial trials for~~It is our belief that once these pre-commercial pilots have concluded with the AOS, ~~technology, starting~~our ability to entice major water industry players to partner with ~~Sunworks Farm (read more below).~~BioLargo Water to accelerate market adoption of the AOS will be increased dramatically. The company plans to secure ~~additional~~ agreements for commercial trials with suitable early-adopter industrial and agricultural wastewater treatment customers in 2021 and 2022 as part of its plan to directly market the technology for its first revenue-generating projects. Given the successful validation of the pre-commercial trial work, we had planned to begin our first commercial trial at the Sunworks Farm, in Alberta Canada, but due to circumstances beyond our control, the project will not move forward. Our team in Canada is already in discussions with other potential early-adopters in the agriculture space, and provincial grant funding which was committed to the Sunworks farm project has been allowed to be allocated toward a different prospective customer site.

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Capabilities and characteristics of the BioLargo AOS have been published in peer-reviewed academic papers. In early 2021, the laboratory of Dr. Greg Goss, one of the company’s academic partners, published a paper about the technology’s ability to effectively remove micropollutants from wastewater and abrogate the negative biological effects of those micropollutants on aquatic life. The paper concluded that he AOS is “a promising and environmentally friendly technology for wastewater treatment, remediation, and management”. In June of 2021, the laboratory of Dr. Kimura-Hara published a paper about the safety of water treated by the AOS, specifically with regards to the low levels of disinfection by-products (DBPs) generated by the technology. The paper concluded that the levels of DBPs generated by the AOS were comparable to those found in ordinary tap water. Another recent and important peer-reviewed scientific paper was published confirming that AOS generates highly energetic iodine molecules, establishing the foundational scientific principles about why the AOS is a powerful, efficient, and novel water treatment technology. The company is actively working to publish additional peer-reviewed scientific papers, as these are crucial tools in marketing emerging water treatment technologies and aid decision-makers at customer and partner organizations in recognizing the technical and scientific merits of the technology relative to incumbents in the field.

~~Sunworks Farm Pilot~~

We are continuing our efforts to establish our first commercial pilot for the AOS system at a poultry and livestock farm in Alberta, Canada. Our plans to have installed a fully functional treatment train featuring our AOS water system at the client’s farm in the third quarter of 2021 have been delayed by the ongoing Canadian pandemic lockdowns and negotiations to finalize the project scope and confirm financing from the government agencies. When complete, the system will be the first of its kind to allow for the complete reuse of this industrial wastewater, and, provided we obtain the appropriate government regulatory permissions, will allow the client to significantly save on water costs and expand production. We expect the project to set a precedent for the AOS and BioLargo’s total water treatment solutions for future customers seeking water reuse, or even “zero liquid discharge” systems, and we believe will lead to follow-up projects with customers who follow Sunworks’ example.

Municipal Wastewater Treatment Pilot - Montreal

~~BioLargo Water has commenced a second~~Our commercial-scale AOS demonstration pilot ~~which was installed at a municipal wastewater treatment facility near Montreal, Quebec, that is being run~~(run in partnership with acclaimed water experts at the Centre des Technologies de L’Eau (CTE)~~. The purpose of the project~~) at a municipal wastewater treatment plant near Montreal, Quebec, is ~~to assess~~ongoing and providing important data that shows the AOS ~~(and eventually,~~is removing five target pharmaceuticals from the wastewater faster and using less electricity than existing technologies. Micropollutants are a class of water contaminants that traditional water treatment technologies struggle to remove from water, and which are the subject of increasing regulatory and public concern around the world. Management believes the ability to remove micropollutants from wastewater quickly and with energy efficiency will make the AOS an ~~AEC unit to be added on to the treatment train) as effective, cost-efficient, and complementary solutions~~attractive product for ~~disinfecting and eliminating a broad range of recalcitrant contaminants from~~ municipal wastewater ~~in an operating wastewater~~ treatment plant. Our engineers have been working onsite to refine the treatment operations and have begun testing treated water. It is our belief that once these pre-commercial pilots have concluded with the AOS, our ability to entice major water industry players to partner with BioLargo Water to accelerate market adoption of the AOS will be increased dramatically.customers.

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Clyra Medical Technologies

Clyra Medical Technologies, Inc. is our partially owned subsidiary creating medical products based on our technology.

~~Clyra~~It is launching a ~~prescription-only~~ product to be used by surgeons generally, with a first target market aimed toward orthopedic surgeons for use as a wound irrigation solution and to ~~reduce infections in knee~~help manage patient care and ~~hip replacement surgeries.~~outcomes. During the last quarter Clyra successfully secured its first hospital customer for its product. Its other product designs are on hold until such time as it is able to secure the capital and resources to complete any final development and support additional inventory, technical support and sales for these products.

~~EPA Registration of CupriDyne Plus~~Other Developing Relationships

We ~~are actively working to obtain an EPA registration for CupriDyne Plus for~~signed a ~~number~~"memorandum of ~~different applications. CupriDyne Plus has the potential to offer~~understanding" with Aquaco Resources, Inc., a safer, more environmentally friendly alternative to bleach and other common antimicrobials for applications like hard surface disinfection, sanitization of non-porous non-food contact surfaces, disinfection of air, textiles, and more. Our scientists have conducted many of the tests required for EPA registration. Based on our extensive work, we are confident it meets the minimum performance requirements required for EPA registration asnewly formed water company with a disinfectant and/or surface sanitizer. We have met with and presented data to officials at the EPA for the purpose of refining our product and determining additional data requirements, and have retained a firm specializing in EPA registration work to help us through the process. Our efforts with the EPA have been slower than expected as government agencies catch up on pandemic related work backlogs. While we are not able to predict the results of any EPA application we submit, or the time it will take to complete the process, we believe the market opportunities are large, with the U.S. market for surface disinfectants at more than $1 billion annually.

~~In Summary~~

BioLargo has advanced its technologies and infrastructure to achieve a critical mass to capitalize on its commercial efforts and have a positive impact around the world with clean water, clean air, and infection control solutions. The company presents a scalable business model that targets high impact cleantech market opportunities. We leverage our considerable scientific, engineering, and entrepreneurial talent to monetize our technologies and ensure high-quality customer service and increased revenue potential. We seek to unlock the value of our portfolio of disruptive technologies to advance our mission to ~~“make life better”~~provide agricultural property owners with a property action plan to reduce the risks of drought and ~~continue creating shareholder value.~~

~~With~~climate change by managing water with water reserves and reuse and discharge compliance. The memorandum of understanding contemplates the ~~retirement~~sale of ~~the bulk of our convertible debt over the past year,~~BioLargo products and ~~as we continue to achieve new technical and business accomplishments, we are experiencing a swell in customer awareness and market acceptance of our special skills to serve customers.~~

Our revenue and commercial opportunities are extensive, important and expanding. We offer services through our team of highly qualified specialists in engineering, science and general contractor and construction and maintenance teams. We leverage those efforts with top performing products like our CupriDyne based products, the AOS, the AEC and more. We continue to expand our distribution and sales tools through partnerships like BKT/Odin and Garratt-Callahan. We leverage the combination of talent and products through engagement by and through our professional engineering services ~~company~~ to ~~bid and win projects. We are expanding our technology portfolio through organic innovation, collaborations and through acquisition.~~future Aquaco customers.

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Results of Operations

We operate our business in distinct business segments:

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ONM Environmental, which manufactures and sells our odor and VOC control products and services, including our flagship product, CupriDyne Clean;

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BLEST, our professional engineering services division supporting our internal business units and serving outside clients on a fee for service and/or project bid basis;

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BioLargo Water, our Canadian division that has been historically pure research and development, and is now transitioning to focus on commercializing our AOS system;

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Clyra Medical, our partially owned subsidiary focused on the medical device industry; and

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Our corporate operations, which support the operating segments with legal, accounting, human resources, and other services.

Our revenue increased for the three and ~~six~~nine months ended ~~June~~September 30, 2021 by ~~11%~~7% and ~~20%~~15% to $712,000 and $1,743,000 respectively, as compared to the prior year periods.

Due primarily to an 88% decrease in interest expense as a result of payment and conversion to equity of debt instruments in the past twelve months, our net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2021, decreased by 40% and 34% to $1,435,000 and ~~31%~~$5,103,000 respectively, as compared to the prior year periods.

ONM Environmental

Our wholly owned subsidiary ONM Environmental generated revenues through sales of its flagship product CupriDyne Clean, and by providing design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities.

Revenue (ONM Environmental)

ONM Environmental’s revenue increased for the three and ~~six~~nine months ended ~~June~~September 30, 2021 by 6%18% and 7%11% as compared to the prior year periods. Substantially all of its revenue is from sales of CupriDyne Clean products and related system installations. The COVID-19 pandemic continues to impact sales, as it remains more difficult to meet face-to-face with potential clients, and, as the pandemic ~~has disrupted~~continues to disrupt operations of businesses in general, landfill and refuse transfer station operators are less concerned about odor emissions than they were pre-pandemic. We do not know if these ~~two~~ trends will ~~continue, and whether our sales into the waste management industry will reclaim their upward trend.~~continue. During 2021, ONM Environmental has invested considerable time and resources working with a number of distributors and resellers in preparation of the launch of consumer products. ~~While these have not yet generated meaningful revenues, our third-party partners are working diligently to professionally launch consumer products over the next few months.~~ ONM has and continues to earn a reputation for quality and service for its construction, misting system design, installation and service capabilities resulting in an expanding opportunity to work by and through existing engineering services companies throughout the waste handling and public works industries.

Cost of Goods Sold (ONM Environmental)

ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of salaries and expenses related to the manufacturing of our products. As a percentage of revenue, ONM Environmental’s costs of goods was ~~47%~~48% and ~~51%~~50% in the three and ~~six~~nine months ended ~~June~~September 30, 2021, versus ~~38%~~36% and ~~40%~~39% in the same periods in 2020. The increase in cost of goods was due to new government-sector clients and jobs on which we are required to pay higher (so-called “prevailing”) wages to our employees resulting in increased labor ~~charges.~~charges, and the shift in sales of CupriDyne Clean to services related to the installation of CupriDyne Clean delivery systems, which has lower margins.

Net Loss (ONM Environmental)

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, ONM Environmental generated ~~$318,000~~$420,000 and ~~$638,000~~$1,058,000 in revenue, a gross margin of ~~$167,000~~$222,000 and ~~$311,000,~~$532,000, and had total costs and expenses of ~~$275,000~~$294,000 and ~~$596,000, resulting~~$887,000, which included a reduction in SG&A of $109,000 from the nine months ended September 30, 2020 due to a reduction in salaries. This resulted in a net loss of ~~$108,000~~$72,000 and ~~$285,000.~~$355,000, respectively.

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For the ~~three and six~~nine months ended ~~June~~September 30, 2020, ONM ~~Environmental~~ generated ~~$299,000 and $596,000~~$952,000 in revenue, a gross margin of ~~$186,000~~$565,000, total costs and ~~$354,000,~~expenses of $996,000, and a tax credit of $10,000, resulting in a net loss of $421,000. For the three months ended September 30, 2020, ONM generated $356,000 in revenue, a gross margin of $228,000, had total costs and expenses of ~~$321,000~~$371,000, and ~~$641,000,~~a tax credit of $2,000, resulting in a net loss of ~~$135,000 and $279,000.~~$142,000.

BLEST (engineering division)

Revenue (BLEST)

Our engineering segment (BLEST) generated ~~$146,000~~$281,000 and ~~$274,000~~$553,000 of revenues from third party clients in the three and ~~six~~nine months ended ~~June~~September 30, 2021, versus ~~$119,000~~$113,000 and ~~$260,000~~$436,000 in revenue in comparable periods in 2020. BLEST revenues reported on our consolidated statement of operations do not include work performed on internal BioLargo projects, such as its further engineering and development of the AOS water filtration system, development of the AEC to combat the PFAS crisis (see “Development of AEC to Combat PFAS Crisis” above), and other new innovations which are largely attributable to research and development expense. The increase in third party revenues is due the addition of new contracts. With a current backlog of work, BLEST ~~has recently secured $1,200,000 in new contracts for services. To service these contracts, it~~ will ~~be required~~need to hire more staff to meet the expanding ~~demands. We do not believe the segment will begin generating a profit until it discontinues performing research and development work~~demands on ~~behalf of BioLargo or BioLargo's operating units, or until it begins commercial sales of~~ its ~~innovations like the AEC or other water treatment products.~~ staff. These efforts are underway presently.

Cost of Goods (Services) Sold (BLEST)

BLEST’s cost of services includes employee labor as well as subcontracted labor costs. In the three and ~~six~~nine months ended ~~June~~September 30, 2021, its cost of services were ~~71%~~56% and ~~76%~~67% of its revenues, versus ~~77%~~72% and ~~80%~~78% cost of services in comparable periods in 2020. These fluctuations are a result of increases in efficiencies related to flat-fee ~~monthly~~ contracts.

Net Loss (BLEST)

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, BLEST generated ~~$146,000~~$281,000 and ~~$274,000~~$555,000 in revenue from third party clients, with a gross margin of ~~$42,000~~$125,000 and ~~$65,000,~~$187,000, and had total costs and expenses of ~~$234,000~~$261,000 and ~~$438,000,~~$700,000, resulting in a net loss of ~~$192,000~~$136,000 and ~~$373,000.~~$513,000.

For the ~~three and six~~nine months ended ~~June~~September 30, 2020, BLEST generated ~~$120,000 and $280,000~~$436,000 in revenue, a gross margin of ~~$27,000 and $56,000,~~$94,000, and had total costs and expenses of ~~$193,000 and $387,000,~~$572,000, resulting in a net loss of ~~$166,000~~$478,000. It is important to note that BLEST’s net loss would be reduced significantly or eliminated if it were an outside contract-for-hire company getting paid for services to our water company or our industrial odor and ~~$331,000.~~VOC control operating unit or their R &D activities to BioLargo.

Other Income

Our wholly owned Canadian subsidiary has been awarded more than 80 research grants over the years from various Canadian public and private agencies, including the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP), the National Science and Engineering Research Council of Canada (NSERC), and the Metropolitan Water District of Southern California’s Innovative Conservation Program “ICP”. The research grants received are considered reimbursement grants related to costs we incur and therefore are included as Other Income. We continued to win grants and it is important to note that amounts paid directly to third parties are not included as income in our financial statements.

Although we are continuing to apply for government and industry grants, and indications from the various grant agencies is highly encouraging, we cannot be certain of continuing those successes in the future.

Selling, General and Administrative Expense – consolidated

Our SG&A expenses include both cash expenses and non-cash expenses (including non-cash stock option compensation expenses). Our SG&A expenses decreased by ~~17%~~24% ($~~325,000)~~466,000) and ~~decreased by 3%~~11% ($~~107,000)~~579,000) in the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods in 2020. Our non-cash expenses totaled ~~$1,314,000~~$1,831,000 in the ~~six~~nine months ended ~~June~~September 30, 2021, compared to ~~$3,090,000~~$4,013,000 in the ~~six~~nine months ended ~~June~~September 30, 2020. Our employees, vendors and consultants chose to receive a greater number of stock and stock options in lieu of cash owed, a pandemic bonus was issued in stock options and as part of an employee retention program in 2020. The largest components of our SG&A expenses included (in thousands):

	Three months ended:				Six months ended:				Three months ended:				Nine months ended:
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Salaries and payroll related	$	628	$	726	$	1,360	$	1,274	$	552	$	786	$	1,912	$	2,061
Professional fees		188		244		356		472		149		125		500		597
Consulting		212		396		615		684		189		449		805		1,134
Office expense		308		300		590		584		311		350		900		750
Sales and marketing		81		58		159		136		96		114		255		250
Investor relations		61		68		96		104		100		35		196		139
Board of director expense		69		63		134		130		64		68		198		198

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The ~~increase in~~ salaries and payroll ~~expenses in the six months ended June 30, 2021 versus 2020 is primarily~~ related to the implementation of a stock option bonus compensation program for employees and other related stock option compensation expenses, and also the hiring of additional personnel to support increasing operations. The decline in the three months ended June 30, 2021 versus 2020decrease is consistent with reduced stock option grants to employees. Consulting expense decreased as we have reduced the use of consultants to identify business ~~opportunities.~~opportunities and we have stopped selling the Clyraguard product. The reduction in professional fees is largely due to the reduced use of outside legal counsel and other service providers.

Research and Development

In the three months and ~~six~~nine months ended ~~June~~September 30, 2021, we spent ~~$356,000~~$344,000 and ~~$683,000~~$1,027,000 in the research and development of our technologies and products. This was consistent with the comparable periods in 2020.

Interest expense

Our interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021, was ~~$89,000~~$26,000 and ~~$182,000,~~$208,000, a decrease of ~~88%~~90% compared with the same periods of 2020. Our interest expense includes interest from outstanding debt ~~and it is related to~~as well as the issuance of and modification of convertible promissory notes. Since March 31, 2020, we converted or paid almost $5,000,000 of debt. As such, we continue to expect our interest expense to be significantly lower in each quarterly period of the year ending December 31, 2021, as compared with the same periods in 2020.

Loss on extinguishment of debt

In the three months ended September 30, 2020, we recorded a loss on extinguishment of debt related to the extension of a due date for convertible note payable. In exchange for the due date extension, we reduced the note conversion price from $0.17 to $0.14 and extended the expiration date of warrants held by the note holder by one and two years. The fair value of these concessions resulted in a fair value totaling $228,000, which was recorded as loss on extinguishment.

In the three months ended March 31, 2020, we recorded a loss on extinguishment of debt related to transactions with current vendor and employees where Clyra Medical is unable to pay obligations in cash. In lieu of cash, the vendors and employees accepted options to purchase shares of Clyra stock. The fair value of those options exceeded the debt that was converted by $214,000.

Net Loss

Net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2021, was ~~$1,790,000~~$1,435,000 and ~~$3,668,000,~~$5,103,000, a loss of $0.01 and $0.02 per share, compared to a net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2020, of ~~$2,701,000~~$2,390,000 and ~~$5,316,000,~~$7,707,000, a loss of $0.01 and ~~$0.03~~$0.04 per share. The ~~34%~~40% and ~~31%~~30% decrease in net loss is due primarily to a reduction in interest expense. As noted in above (see “Interest Expense”), the reduction of interest expense is directly related to our reduction of the use of debt instruments to finance our working capital requirements.

The net loss per business segment is as follows (in thousands):

	Three months ended						Six months ended						Three months ended						Nine months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020			September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
BioLargo corporate		(987	)		(1,823	)		(1,965	)		(3,415	)		(851	)		(1,374	)		(2,813	)		(4,954	)
ONM		(108	)		(126	)		(284	)		(279	)		(72	)		(142	)		(355	)		(421	)
Clyra Medical		(338	)		(432	)		(772	)		(965	)		(239	)		(528	)		(1,011	)		(1,493	)
BLEST		(190	)		(165	)		(373	)		(331	)		(136	)		(298	)		(513	)		(465	)
BioLargo Water		(167	)		(155	)		(274	)		(326	)		(137	)		(48	)		(411	)		(374	)
Net loss		(1,790	)		(2,701	)		(3,668	)		(5,316	)		(1,435	)		(2,390	)		(5,103	)		(7,707	)

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Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. For the ~~six~~nine months ended ~~June~~September 30, 2021, we had a net loss of ~~$3,668,000,~~$5,103,000, used ~~$2,054,000~~$2,962,000 cash in operations, and at ~~June~~September 30, 2021, we had a working capital deficit of ~~$380,000,~~$604,000, and current assets of ~~$2,052,000. We do~~$1,911,000. During the nine months ended September 30, 2021, we generated revenues of $1,743,000 through our operational subsidiaries. (See Note 11.) Our subsidiaries did not ~~believe~~individually or in the aggregate generate profits sufficient to fund their operations, or contribute to our corporate operations. As our gross profits ~~in 2021 will be~~are not sufficient to fund our current level of operations, ~~or pay our debts as they become due during the next 12 months, and therefore~~ we will have to obtain further investment capital to continue to fund operations, ~~and seek to refinance our existing debt,~~ such as through our purchase agreement with Lincoln Park Capital. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

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During the six months ended June 30, 2021, we generated revenues of $1,035,000 through our operational subsidiaries. (See Note 11.) Our subsidiaries did not individually or in the aggregate generate profits sufficient to fund their operations, or for our corporate operations or other business segments. Thus, we continued to sell securities to raise cash (see Note 3), and received additional grant aid through our Canadian subsidiary.

As of ~~June~~September 30, 2021, our cash and cash equivalents totaled ~~$1,357,000.~~$1,098,000. During the ~~six~~nine months ended ~~June~~September 30, 2021 we made cash payments to retire debt obligations totaling ~~$852,000~~$856,000 (see Note 4 and Note 9 (“Inventory Line of ~~Credit~~”Credit”)). Our total ~~liabilities included $200,000 due on a line~~debt as of ~~credit~~September 30, 2021 was $1,717,000. Of that amount, $1,203,000 is owed by our partially owned subsidiary Clyra Medical Technologies, Inc. (“Clyra”) ~~due in June 2023, and $1,007,000 owed by Clyra related to~~as follows: (i) a ~~2018 acquisition~~note with a maturity date that automatically extends each June (see Note 9, “~~Note~~“Note Payable (Scion)”)~~. We have~~, and (ii) a line of credit totaling $196,000, due in June 2023. Our remaining $514,000 of debt includes (i) $314,000 of loans issued as part of the Small Business Administration’s (“SBA”) Paycheck Protection ~~Program. We~~Program (for which we have applied for ~~forgiveness of the entire balance owed on these loans and are awaiting decisions. We have~~forgiveness), (ii) a $150,000 loan accruing interest at 3.75% annually from the SBA’s Economic Injury Disaster Loan program that is payable over 30 years beginning August ~~2021.~~2022, and (iii) a $50,000 convertible note due in March 2023, net of discount.

During the ~~six~~nine months ended ~~June~~September 30, 2021, we received ~~$3,015,000~~$3,545,000 in proceeds from sales of our common stock ~~sales~~ to Lincoln Park and ~~$505,000~~$575,000 from stock sales from our 2020 Unit Offering (see Note 3). The cash we receive from stock sales to Lincoln Park is a function of stock price and volume – a lower stock price and less trading volume results in less money we can receive from Lincoln Park. Our agreement with Lincoln Park precludes us from selling shares to Lincoln Park on a daily basis if our stock price falls below $0.10 per share.

To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash compensation, and we anticipate that we will continue to be able to do so in the future. In the nine months ended September 30, 2021, our CEO and CSO accepted stock in lieu of $43,000 in unpaid salary, and other employees, vendors and consultants accepted stock and options in lieu of $408,000 owed to them. Our CFO has also agreed to receive options to purchase our common stock in lieu of cash, (see Note 5, “Chief Financial Officer Extension”) as compensation for his services. Each has indicated a willingness to do so in the future.

We operate our business in five distinct business segments. Each of these segments obtains cash to fund operations in unique ways. ONM and BLEST generate cash by selling products and services. Clyra Medical obtains cash from ~~revenues,~~the sales of products (one of which is now discontinued), and third-party investments of sales of its common stock. BioLargo Water generates cash through government research grants and tax credits; our corporate operations currently generate cash through private offerings of stock, debt instruments, and warrants, and then provides supplemental capital to support to our various business segments as they advance their technologies, products and commercial efforts.

Critical Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of offerings of debt with equity or derivative features which include the valuation of the warrant component, any beneficial conversion feature and potential derivative treatment, and share-based payments. We base our estimates on anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.

Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2020 Form 10-K, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 2020 Form 10-K, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting policies and estimates since the 2020 Form 10-K.

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Item 4.Controls and Procedures

~~Controls and Procedures~~

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended – the “Exchange Act”) as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2021, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Our procedures have been designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. However, our Company is continuing to grow and evolve, as our product and services sales continues to grow, and as we diversify our clients to include municipalities, increasing strain on our accounting systems. These activities put stress on our overall controls and procedures. As our operations do not yet generate enough cash to fund operations, and we rely on financing activities to maintain our level of operations and fund our anticipated growth, we do not yet have the ability to implement the more sophisticated control systems used by larger companies. Although we have made some improvements, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, due to the material weakness identified below.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our chief executive officer and the chief financial officer, we have established internal control procedures in accordance with the guidelines established in the 2013 Framework —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management evaluated the effectiveness of our internal controls, and concluded that due to our limited financial and ~~personnel~~personal resources, the fact that we operate our business in three distinct locations in the U.S. and Canada, and the lack of sophisticated reporting systems, we continue to have a material weakness in our internal controls with respect to the closing our financial statements. Until the ~~company~~Company has the financial resources to implement more robust automated systems, or to hire additional dedicated accounting ~~personnel,~~personal, we expect this material weakness to continue.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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PART II

OTHER INFORMATION

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

The following is a report of the sales of unregistered securities during the period covered by this report not previously reported in an annual report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K.

During the three months ended ~~June~~September 30, 2021, pursuant to an offering commenced in May 2020 (the “2020 Unit Offering”), we sold ~~2,556,547~~388,889 shares of our common stock and received ~~$400,000~~$70,000 in gross and net proceeds from four accredited investors. In addition to the shares, we issued the ~~investors six-month~~investor nine-month and a five-year warrants to purchase ~~an aggregate 5,113,094~~each 388,889 additional shares.

On ~~June~~September 30, 2021, we issued 172,059 shares of our common stock, and options to purchase 17,647 shares of our common stock, at $0.17 per share in lieu of $31,000 of accrued and unpaid obligations to consultants.

All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.

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Item~~Item~~ 5.Other Information

~~Other Information~~

On March 30, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell to Lincoln Park up to $10,250,000 in shares of the Company’s common stock, $0.00067 par value per share (the “Common Stock”), over the 36-month term of the Purchase Agreement, subject to certain limitations and conditions set forth in the Purchase Agreement.

Concurrently with the execution of the Purchase Agreement on March 30, 2020, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park pursuant to which the Company agreed, among other things, to file a registration statement with the SEC to register for sale under the Securities Act of 1933, as amended (the “Act”), the shares of common stock that may be issued and sold to Lincoln Park from time to time under the Purchase Agreement. We filed a registration statement on Form S-1 with the SEC, which was deemed effective on April 21, 2020.

Lincoln Park agreed to make an initial purchase of $250,000 of shares for $0.14 per share. That purchase was completed March 31, 2020.

The Purchase Agreement provides that, commencing on the date that a registration statement is declared effective by the SEC and a final prospectus in connection therewith is filed and the other terms and conditions of the Purchase Agreement are satisfied from time to time on any trading day the Company selects, the Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct Lincoln Park to purchase up to 100,000 shares of Common Stock (each such purchase, a “Regular Purchase”) over the 36-month term of the Purchase Agreement, provided that at least one trading day has passed since the last Regular Purchase. The purchase price of shares of Common Stock pursuant to the Purchase Agreement will be based on the prevailing market price at the time of sale as set forth in the Purchase Agreement. There are no trading volume requirements or restrictions under the Purchase Agreement. Lincoln Park’s obligation under each Regular Purchase shall not exceed $500,000. There is no upper limit on the price per share that Lincoln Park must pay for Common Stock under the Purchase Agreement.

In addition to regular purchases, as described above, the Company may also direct Lincoln Park to purchase additional amounts as accelerated purchases. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 4.99% of the Common Stock.

Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), and the Company sold the securities in reliance upon exemptions from the registration requirements of United States federal and state securities laws.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. During any “event of default” under the Purchase Agreement, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the Purchase Agreement; however, the Company may not initiate any regular or other purchase of shares by Lincoln Park, until such event of default is cured. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on entering into any “Variable Rate Transaction,” as defined in the Purchase Agreement.

Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. As set forth in the Purchase Agreement, in consideration for entering in the Purchase Agreement, the Company has agreed to issue to Lincoln Park 1,785,715 shares of Common Stock. The Company will not receive any cash proceeds from the issuance of these shares.

The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park will be used for working capital and general corporate purposes.

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we sold ~~18,526,309~~21,444,128 and 3,198,358 shares, respectively, to Lincoln Park, and received ~~$3,015,000~~$3,545,000 and $1,461,000, respectively, in gross and net proceeds. Subsequent to ~~June~~September 30, 2021, we continue to draw on the Purchase Agreement for working capital from time to time.

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Item~~Item~~ 6.Exhibits

~~Exhibits~~

See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.

Exhibit Index

		Incorporated by Reference Herein
Exhibit Number	Exhibit Description	Form	File Date
3.1	Bylaws of BioLargo, Inc., as amended and restated	Form 10-KSB	5/23/2003
3.2	Amended and Restated Certificate of Incorporation for BioLargo, Inc. filed March16, 2007	Form 10-KSB	5/4/2007
3.3	Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018	Pos Am	6/22/2018
3.4	Amended and Restated Articles of Incorporation of Clyra Medical Technologies, Inc.	Form 8-K	1/6/2016
4.1	2018 Equity Incentive Plan	Form S-8	6/22/2018
4.2	Stock Option Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.3	Notice of Stock Option Grant under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.4	Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.5	Notice of Restricted Stock Unit Award under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.6	Form of Stock Options issued in exchange for reduction in accounts payable.	Form 10-K	3/31/2015
4.7	Convertible Promissory Note issued to Vista Capital Investments LLC dated January 7, 2019	Form 8-K	1/11/2019
4.8	Form of Warrant issued to One Year Note holder dated December 30, 2016	Form S-1	1/25/2017
4.9	~~Purchase Agreement, dated as of August 25, 2017 by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC~~	~~Form 8-K~~	~~8/31/2017~~
~~4.10~~	Promissory note issued by Clyra Medical to Scion Solutions dated September 26, 2018	Form 8-K	10/2/2018
~~4.11~~4.10	~~Amendment dated March 5, 2019 to Promissory Note~~Amended and restated note issued to Vernal ~~Bay Investments, LLC on September 19, 2018~~	~~Form 8-K~~	~~3/8/2019~~
~~4.12~~	~~Amendment dated March 5, 2019 to Promissory Note issued to Chappy Bean, LLC on September 19, 2018~~	~~Form 8-K~~	~~3/8/2019~~
~~4.13~~	~~$50,000 convertible note, matures March 8, 2020~~	~~Form 10-Q~~	~~5/14/2018~~
~~4.14~~	~~Amendment dated~~ August 12, 2019 ~~to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018~~	Form 10-Q	8/14/2019
~~4.15~~4.11	~~Amended and restated note~~Warrant issued to Vernal August 12, 2019	Form 10-Q	8/14/2019
~~4.16~~4.12	Form of convertible notes that mature April 20, 2021 (Spring 2018 Offering)	Form 10-Q	5/14/2018
~~4.17~~4.13	~~Warrant issued to Vernal August 12, 2019~~	~~Form 10-Q~~	~~8/14/2019~~
~~4.18~~	Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020

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~~4.19~~4.14	Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020
~~4.20~~4.15	Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020	Form 8-K	7/7/2020
~~4.21~~4.16	~~Convertible Promissory Note issued to Tangiers Global, LLC dated January 31, 2019~~	~~Form 8-K~~	~~2/11/2019~~
~~4.22~~	~~Stock Purchase Warrant Issued to Lincoln Park Capital on January 31, 2019~~	~~Form 8-K~~	~~2/11/2019~~
~~4.23~~	OID twelve-month promissory note	Form 8-K	8/2/2019
~~4.24~~4.17	$600,000 Promissory note dated August 9, 2019	Form 10-Q	8/14/2019
~~4.25~~4.18	Registration Rights Agreement, dated as of March 30, 2020, by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC	Form 8-K	3/31/2020
~~4.26~~4.19	Warrant issued in 2020 Unit Offering	Form 10-Q	8/14/2020
~~4.27~~4.20	Amendment to $50,000 Convertible Note dated March 8, 2018	Form 10-K	3/30/2021
~~4.28~~4.21	Warrant issued to $50,000 Convertible Noteholder on March 1, 2020	Form 10-K	3/30/2021
~~4.29~~4.22	Second Amendment dated August 12, 2019 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018	Form 10-Q	8/14/2019
~~4.30~~4.23	Amended and restated note issued to Vernal Bay on August 12, 2019	Form 10-Q	8/14/2019
~~4.31~~4.24	Second Amendment dated August 12, 2019, to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018	Form 8-K	5/19/2021
~~4.32~~4.25	~~Amended and restated note issued to Chappy Bean on August 12, 2019~~	~~Form 8-K~~	~~5/19/2021~~
~~4.33~~	~~Third Amendment dated August 10, 2020 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018~~	~~Form 8-K~~	~~5/19/2021~~
~~4.34~~	~~Third Amendment dated August 10, 2020, to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018~~	~~Form 8-K~~	~~5/19/2021~~
~~4.35~~	Final Payoff Agreement dated May 17, 2021 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018	Form 8-K	5/19/2021
~~4.36~~4.26	Final Payoff Agreement dated May 18, 2021 to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018	Form 8-K	5/19/2021
10.1	License Agreement to Clyra Medical Technologies, Inc., dated December 17, 2012	Form 8-K	1/6/2016
10.2	Consulting Agreement dated December 30, 2015 ~~amendment to License Agreement~~ with ~~Clyra Medical Technologies, Inc.~~Beach House Consulting LLC	Form 8-K	1/6/2016
10.3	~~Consulting Agreement dated December 30, 2015 with Beach House Consulting LLC~~	~~Form 8-K~~	~~1/6/2016~~
~~10.4~~	Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683	Form 8-K	8/24/2016
~~10.5†~~10.4†	~~January 16, 2019 Engagement Extension Agreement by and between BioLargo, Inc. and Charles K. Dargan~~	~~Form 8-K~~	~~1/18/2019~~
~~10.6†~~	2020 Engagement Extension Agreement with CFO	Form 8-K	2/27/2020
~~10.7~~10.5	Purchase Agreement, dated as of March 30, 2020 by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC.	Form 8-K	3/31/2020
~~10.8†~~10.6†	2021 Engagement Extension Agreement with CFO	Form 8-K	3/19/2021
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

~~Table of Contents~~

31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
32*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS**	Inline XBRL Instance
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definition
101.LAB**	Inline XBRL Taxonomy Extension Labels
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File ~~(Formatted as~~(embedded within the Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan, contract or arrangement

Table of Contents

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 thereunto duly authorized.

		BIOLARGO, INC.


Date: November 15, 2021	By:	/s/ DENNIS P. CALVERT
		Dennis P. Calvert
		Chief Executive Officer


Date: ~~August 16,~~November 15, 2021	By:	~~By: /s/ DENNIS P. CALVERT~~/s/ CHARLES K. DARGAN, II
		~~Dennis P. Calvert~~ ~~Chief Executive Officer~~


~~Date: August 16, 2021~~		~~By: /s/ CHARLES K. DARGAN, II~~
		Chief Financial Officer

4140

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	BLGO	OTC Markets (OTCQB)

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☒

		Emerging growth company ☐

PARTI


Item 1	Financial Statements	3

Item 2	Management's Discussion and Analysis and Financial Condition and Results of Operations	26

Item 4	Controls and Procedures	3536

		June 30, 2021 (Unaudited)			December 31, 2020				September 30, 2021 (Unaudited)			December 31, 2020
*Assets*	*Assets*							*Assets*
Current assets:
Cash and cash equivalents		$	1,357		$	716			$	1,098		$	716
Accounts receivable, net of allowance			343			484				464			484
Inventories, net of allowance			262			277				250			277
Prepaid expenses and other current assets			90			28				99			28
Total current assets			2,052			1,505				1,911			1,505

Non-current assets
In-process research and development (Note 8)			2,150			2,150				2,150			2,150
Equipment, net of depreciation			69			60				64			60
Other non-current assets			35			35				35			35
Investment in South Korean joint venture			40			63				40			63
Right of use operating lease, net of amortization			311			341				296			341
Clyra Medical prepaid marketing (Note 9)			788			788				788			788
Total non-current assets			3,393			3,437				3,373			3,437
Total assets		$	5,445		$	4,942			$	5,284		$	4,942
Liabilities and stockholders’ equity (deficit)	Liabilities and stockholders’ equity (deficit)							Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued expenses		$	331		$	513			$	424		$	513
Debt obligations, net of discount and amortization (Note 4)			0			1,102				0			1,102
Deferred revenue			139			48				162			48
Customer deposits			81			0				79			0
Lease liability			114			114				114			114
Clyra Medical accounts payable and accrued expenses (Note 9)			760			536				729			536
Clyra Medical debt obligations (Note 9)			1,007			1,231				1,007			1,231
Total current liabilities			2,432			3,544				2,515			3,544
Long-term liabilities:
Debt obligations, net of discount and amortization (Note 4)			485			507				489			507
Clyra Medical line of credit (Note 9)			200			0				196			0
Lease liability			196			226				181			226
Common stock held for redemption (Note 9)			900			900				900			900
Total long-term liabilities			1,781			1,633				1,766			1,633
Total liabilities			4,213			5,177				4,281			5,177

COMMITMENTS AND CONTINGENCIES (Note 12)

STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at June 30, 2021 and December 31, 2020			0			0
Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 250,996,373 and 225,885,682 Shares Issued, at June 30, 2021 and December 31, 2020			168			151
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at September 30, 2021 and December 31, 2020										0			0
Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 255,368,553 and 225,885,682 Shares Issued, at September 30, 2021 and December 31, 2020										171			151
Additional paid-in capital			140,292			135,849				141,343			135,849
Accumulated other comprehensive loss			(103	)		(101	)			(110	)		(101	)
Accumulated deficit			(135,294	)		(132,041	)			(136,595	)		(132,041	)
Total BioLargo Inc. and subsidiaries stockholders’ equity (deficit)			5,063			3,858				4,809			3,858
Non-controlling interest (Notes 9 and 10)			(3,831	)		(4,093	)			(3,806	)		(4,093	)
Total stockholders’ equity (deficit)			1,232			(235	)			1,003			(235	)
Total liabilities and stockholders’ equity (deficit)		$	5,445		$	4,942			$	5,284		$	4,942

	THREE MONTHS						SIX MONTHS						THREE MONTHS						NINE MONTHS
	JUNE 30, 2021			JUNE 30, 2020			JUNE 30, 2021			JUNE 30, 2020			SEPTEMBER 30, 2021			SEPTEMBER 30, 2020			SEPTEMBER 30, 2021			SEPTEMBER 30, 2020

Revenues
Product revenue	$	319		$	301		$	762		$	580		$	431		$	506		$	1,190		$	1,086
Service revenue		145			117			273			276			281			160			553			436
Total revenue		464			418			1,035			856			712			666			1,743			1,522

Cost of revenue
Cost of goods sold		(160	)		(109	)		(397	)		(237	)		(204	)		(185	)		(600	)		(422	)
Cost of service		(103	)		(92	)		(205	)		(224	)		(158	)		(116	)		(363	)		(339	)
Total cost of revenue														(362	)		(301	)		(963	)		(761	)
Gross profit		201			217			433			395			350			365			780			761

Selling, general and administrative expenses		1,547			1,872			3,310			3,417			1,461			1,927			4,766			5,345
Research and development		356			350			683			684			344			347			1,027			1,031
Operating loss:		(1,702	)		(2,005	)		(3,560	)		(3,706	)		(1,455	)		(1,909	)		(5,013	)		(5,615	)

Other (expense) income:
Interest expense		(89	)		(747	)		(182	)		(1,504	)		(26	)		(318	)		(208	)		(1,823	)
Loss on debt extinguishment		0			0			0			(214	)		0			(228	)		0			(442	)
PPP loan forgiveness		0			0			43			0			0			0			43			0
Tax credit		1			44			1			44			21			65			50			109
Grant income		0			7			30			64			25			0			25			64
Total other expense:		(88	)		(696	)		(108	)		(1,610	)		18			(481	)		(90	)		(2,092	)
Net loss		(1,790	)		(2,701	)		(3,668	)		(5,316	)		(1,435	)		(2,390	)		(5,103	)		(7,707	)

Net loss attributable to noncontrolling interest		(168	)		(275	)		(415	)		(617	)		(134	)		(284	)		(549	)		(901	)
Net loss attributable to common shareholders	$	(1,622	)	$	(2,426	)	$	(3,253	)	$	(4,699	)	$	(1,301	)	$	(2,106	)	$	(4,554	)	$	(6,806	)

Net loss per share attributable to common shareholders:
Loss per share attributable to shareholders – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.04	)
Weighted average number of common shares outstanding:		243,731,011			181,567,199			238,759,632			175,220,216			252,912,561			210,212,946			243,529,117			182,959,765

Comprehensive loss:
Net loss	$	(1,790	)	$	(2,701	)	$	(3,668	)	$	(5,316	)	$	(1,435	)	$	(2,390	)	$	(5,103	)	$	(7,707	)
Foreign currency translation		0			22			(2	)		22			(7	)		(30	)		(9	)		(8	)
Comprehensive loss		(1,790	)		(2,679	)		(3,670	)		(5,294	)		(1,442	)		(2,420	)		(5,112	)		(7,715	)
Comprehensive loss attributable to noncontrolling interest		(168	)		(275	)		(415	)		(617	)		(134	)		(284	)		(549	)		(901	)
Comprehensive loss attributable to common stockholders	$	(1,622	)	$	(2,404	)	$	(3,255	)	$	(4,677	)	$	(1,308	)	$	(2,136	)	$	(4,563	)	$	(6,814	)


PARTII


Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5	Other Information	38

Item 6	Exhibits	39

	Signatures	4140

	Exhibit Index	39

	Common stock				Additional paid-in			Accumulated			Accumulated other comprehensive			Non- controlling			Total stockholders’
	Shares		Amount		capital			deficit			Loss			interest			equity (deficit)
Balance, December 31, 2020		225,885,682	$	151	$	135,849		$	(132,041	)	$	(101	)	$	(4,093	)	$	(235	)
Sale of common stock for cash		13,330,619		9		2,097			0			0			0			2,106
Issuance of common stock for service		747,487		1		110			0			0			0			111
Stock option compensation expense		—		0		424			0			0			0			424
Warrants and conversion feature issued as discount on convertible note payable		—		0		35			0			0			0			35
Clyra Medical stock option expense		—		0		161			0			0			0			161
Noncontrolling interest allocation		—		0		(313	)		0			0			313			0
Clyra Medical securities offering		—		0		0			0			0			50			50
Net loss		—		0		0			(1,631	)		0			(247	)		(1,878	)
Foreign currency translation		—		0		0			0			(2	)		0			(2	)
Balance, March 31, 2021		239,963,788	$	161	$	138,363		$	(133,672	)	$	(103	)	$	(3,977	)	$	772
Conversion of notes		1,966,439		1		327			0			0			0			328
Sale of common stock for cash		8,627,237		6		1,408			0			0			0			1,414
Issuance of common stock for service		357,132		0		60			0			0			0			60
Issuance of common stock for interest		81,777		0		16			0			0			0			16
Stock option compensation expense		—		0		330			0			0			0			330
Clyra Medical stock option expense		—		0		102			0			0			0			102
Noncontrolling interest allocation		—		0		(314	)		0			0			314			0
Net loss		—		0		0			(1,622	)		0			(168	)		(1,790	)
Foreign currency translation		—		0		0			0			0			0			0
Balance, June 30, 2021		250,996,373	$	168	$	140,292		$	(135,294	)	$	(103	)	$	(3,831	)	$	1,232

	JUNE 30, 2021			JUNE 30, 2020			SEPTEMBER 30, 2021			SEPTEMBER 30, 2020
Cash flows from operating activities
Net loss	$	(3,668	)	$	(5,316	)	$	(5,103	)	$	(7,707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation expense		1,017			1,074			1,447			1,712
Common stock issued in lieu of salary to officers and fees for services from vendors		171			450			294			542
Common stock issued for interest		16			34			16			184
Interest expense related to amortization of the discount on convertible notes payable and line of credit		110			1,327			114			1,575
PPP loan forgiveness		(43	)		0			(43	)		0
Loss on extinguishment of debt		0			214			0			442
Loss on investment in South Korean joint venture		23			15			23			27
Bad debt expense		0			11			0			11
Depreciation expense		12			33			17			50
Changes in assets and liabilities:
Accounts receivable		141			86			20			(69	)
Prepaid expenses and other current assets		(62	)		(4	)		(71	)		(12	)
Inventories		15			(100	)		27			(273	)
Customer deposits		81			4			79			(1	)
Accounts payable and accrued expenses		(182	)		47			(85	)		(41	)
Deferred revenue		91			(22	)		114			37
Clyra Medical accounts payable and accrued expenses		224			100			189			205
Net cash used in operating activities		(2,054	)		(2,047	)		(2,962	)		(3,318	)
Cash flows from investing activities
Investment in South Korean joint venture		0			(100	)		0			(100	)
Purchase and sale of equipment		(21	)		16			(21	)		4
Net cash used in investing activities		(21	)		(84	)		(21	)		(96	)
Cash flows from financing activities
Proceeds from sales of common stock		3,520			1,461			4,120			2,380
Proceeds from the sale of stock in Clyra Medical		50			849			50			849
Proceeds from payroll protection program loan		0			349			0			507
Proceeds from line of credit Clyra Medical								0			200
Exercise of warrants								60			0
Payment of debt obligations		(828	)		0			(828	)		(25	)
Payment of Clyra Medical debt obligations		(24	)		0			(28	)		(27	)
Net cash provided by financing activities		2,718			2,661			3,374			3,884
Net effect of foreign currency translation		(2	)		22			(9	)		(8	)
Net change in cash		641			552			382			462
Cash at beginning of period		716			655			716			655
Cash at end of period	$	1,357		$	1,207		$	1,098		$	1,117
Supplemental disclosures of cash flow information
Cash paid for:
Interest	$	33		$	50		$	56		$	81
Income taxes	$	0		$	2		$	0		$	2
Non-cash investing and financing activities
Fair value of warrants issued with convertible notes	$	35		$	0		$	35		$	0
Inventory included in accounts payable and accrued expense	$	0		$	55
Lincoln Park deferred offering costs, recorded as additional paid-in capital	$	0		$	(122	)	$	0		$	(122	)
Conversion of notes payable to common stock	$	328		$	1,122		$	328		$	3,526
Exchange of consulting services for Clyra common shares	$	0		$	788		$	0		$	788
Increase in liability to Clyra Medical shareholder							$	0		$	129
Fair Value of Clyra shares issued as a commitment fee							$	0		$	70
Deemed dividend	$	0		$	100		$	0		$	100
Allocation of noncontrolling interest	$	627		$	4,849		$	786		$	4,513

	Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020
Revenue
BioLargo corporate	$	0		$	0		$	7		$	0
ONM		318			299			638			596
BLEST		266			160			654			444
Water		0			0			9			0
Clyra Medical		0			21			114			21
Intersegment revenue		(120	)		(62	)		(387	)		(205	)
Total	$	464		$	418		$	1,035		$	856

Operating loss
BioLargo corporate	$	(937	)	$	(1,129	)	$	(1,860	)	$	(1,936	)
ONM		(107	)		(134	)		(283	)		(287	)
Clyra Medical		(300	)		(422	)		(739	)		(728	)
BLEST		(190	)		(124	)		(373	)		(331	)
Water		(168	)		(196	)		(305	)		(424	)
Total	$	(1,702	)	$	(2,005	)	$	(3,560	)	$	(3,706	)

Interest expense
BioLargo corporate	$	(51	)	$	(735	)	$	(106	)	$	(1,479	)
Clyra Medical		(38	)		(12	)		(76	)		(25	)
Total	$	(89	)	$	(747	)	$	(182	)	$	(1,504	)

Research and development expense
BioLargo corporate	$	(209	)	$	(119	)	$	(545	)	$	(321	)
Clyra Medical		(6	)		(47	)		(33	)		(61	)
BLEST		(123	)		(85	)		(228	)		(166	)
Water		(138	)		(137	)		(257	)		(317	)
Intersegment R&D		120			38			380			181
Total	$	(356	)	$	(350	)	$	(683	)	$	(684	)

As June 30, 2021	BioLargo		ONM		Clyra		BLEST		Water		Elimination			Total
Tangible assets	$	1,072	$	431	$	1,016	$	321	$	151	$	(47	)	$	2,944
Right of use		185		0		0		126		0		0			311
Investment in South Korean joint venture		40		0		0		0		0		0			40
Intangible assets		2,150		0		0		0		0		0			2,150