Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIOLARGO, INC. | ||
Trading Symbol | blgo | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 86,271,712 | ||
Entity Public Float | $ 19,196,841 | ||
Amendment Flag | false | ||
Entity Central Index Key | 880,242 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,763,114 | $ 154,460 |
Accounts receivable, net | 41,431 | 5,617 |
Inventory | 37,435 | 25,514 |
Prepaid expense | 49,167 | 45,000 |
Total current assets | 1,891,147 | 230,591 |
Other assets, net of amortization | 19,157 | 30,077 |
TOTAL ASSETS | 1,910,304 | 260,668 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 324,983 | 494,938 |
Notes payable, current portion (Note 5) | 250,000 | |
Discount on convertible note payable (Note 5) | (192,000) | |
Deposits | 135,000 | 100,000 |
Total current liabilities | 459,983 | 652,938 |
LONG-TERM LIABILITIES | ||
Convertible notes payable | 3,245,972 | |
Discount on convertible notes payable | (2,937,019) | |
Total long-term liabilities | 308,953 | |
TOTAL LIABILITIES | $ 768,936 | $ 652,938 |
COMMITMENTS, CONTINGENCIES (Notes 10 and 11) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Convertible Preferred Series A, $.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at December 31, 2014 and December 31, 2015, respectively. | ||
Common stock, $.00067 Par Value, 200,000,000 Shares Authorized, 82,909,300 and 85,803,467 Shares Issued, at December 31, 2014 and December 31, 2015, respectively. | $ 57,236 | $ 55,293 |
Additional paid-in capital | 84,410,821 | 78,511,529 |
Accumulated deficit | (84,075,695) | (79,019,719) |
Accumulated other comprehensive loss | (40,567) | |
Non-controlling interest (Note 12) | 789,573 | 60,627 |
Total stockholders’ equity (deficit) | 1,141,368 | (392,270) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 1,910,304 | $ 260,668 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Preferred Stock, Par Value (in Dollars per share) | $ 0.00067 | $ 0.00067 |
Convertible Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Convertible Preferred Stock, Shares Issued | 0 | 0 |
Convertible Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in Dollars per share) | $ 0.00067 | $ 0.00067 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 85,803,467 | 82,909,300 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Product revenue | $ 127,582 | $ 111,547 |
Cost of goods sold | 62,067 | 55,999 |
Gross margin | 65,515 | 55,548 |
Costs and expenses | ||
Selling, general and administrative | 3,551,522 | 2,793,119 |
Research and development | 684,554 | 642,923 |
Amortization | 10,920 | 10,920 |
Total costs and expenses | 4,246,996 | 3,446,962 |
Loss from operations | (4,181,481) | (3,391,414) |
Other income (expense) | ||
Grant revenue | 99,122 | |
Interest expense, net | (994,671) | (348,153) |
Net other income (expense) | (895,549) | (348,153) |
Net loss | (5,077,030) | (3,739,567) |
Foreign translation adjustment | (40,567) | |
Net loss attributable to non-controlling interest | (21,054) | (47,451) |
Net loss attributable to shareholders | $ (5,055,976) | $ (3,692,116) |
Loss per common share attributable to common shareholders – basic and diluted (in Dollars per share) | $ (0.06) | $ (0.05) |
Weighted average common share equivalents outstanding (in Shares) | 84,112,356 | 80,017,035 |
Comprehensive loss attributable to shareholders | ||
Net loss | $ (5,077,030) | $ (3,739,567) |
Comprehensive loss | $ (5,117,597) | $ (3,739,567) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Warrant and Conversion Feature of Convertible Notes [Member]Additional Paid-in Capital [Member] | Warrant and Conversion Feature of Convertible Notes [Member] | Issued as Fees [Member]Additional Paid-in Capital [Member] | Issued as Fees [Member] | Common Stock [Member]Consultants [Member] | Common Stock [Member]Officers [Member] | Common Stock [Member]Summer 2014 Offering [Member] | Common Stock [Member]Summer 2013 [Member] | Common Stock [Member]Winter 2012 Warrants [Member] | Common Stock [Member]Summer 2013 Warrants [Member] | Common Stock [Member]Exchange for Clyra Shares [Member] | Common Stock [Member]Option Conversion [Member] | Common Stock [Member]Officers [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Consultants [Member] | Additional Paid-in Capital [Member]Vendors [Member] | Additional Paid-in Capital [Member]Officers [Member] | Additional Paid-in Capital [Member]Board of Directors [Member] | Additional Paid-in Capital [Member]Summer 2013 [Member] | Additional Paid-in Capital [Member]Summer 2014 Offering [Member] | Additional Paid-in Capital [Member]Summer 2014 Offering [Member] | Additional Paid-in Capital [Member]Summer 2013 [Member] | Additional Paid-in Capital [Member]Winter 2012 Warrants [Member] | Additional Paid-in Capital [Member]Summer 2013 Warrants [Member] | Additional Paid-in Capital [Member]Exchange for Clyra Shares [Member] | Additional Paid-in Capital [Member]Option Conversion [Member] | Additional Paid-in Capital [Member]Officers [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Consultants [Member] | Vendors [Member] | Officers [Member] | Board of Directors [Member] | Summer 2013 [Member] | Summer 2014 Offering [Member] | Summer 2014 Offering [Member] | Summer 2013 [Member] | Winter 2012 Warrants [Member] | Summer 2013 Warrants [Member] | Officers [Member] | Total |
Balance at Dec. 31, 2013 | $ 50,069 | $ 74,849,492 | $ (75,327,603) | $ (136,922) | $ (564,964) | ||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2013 | 75,123,014 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for | $ 489 | $ 2,234 | $ 329 | $ 188 | $ 201 | $ 28 | $ 286,511 | $ 795,266 | $ 196,815 | $ 83,812 | $ (201) | $ (28) | $ 287,000 | $ 797,500 | $ 197,144 | $ 84,000 | |||||||||||||||||||||||||||
Issuance of stock for (in Shares) | 728,264 | 3,328,400 | 492,860 | 280,000 | 300,000 | 41,875 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock to vendors and interest to Noteholders | $ 663,735 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for services | $ 397 | $ 447 | $ 379,834 | $ 294,351 | 380,231 | $ 294,798 | |||||||||||||||||||||||||||||||||||||
Issuance of stock for services (in Shares) | 590,476 | 664,411 | |||||||||||||||||||||||||||||||||||||||||
Issuance of options | $ 388,377 | $ 483,411 | $ 388,377 | $ 483,411 | |||||||||||||||||||||||||||||||||||||||
Fair Value of Warrant | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||
Net loss for the year ended | (3,692,116) | (47,451) | (3,739,567) | ||||||||||||||||||||||||||||||||||||||||
Fees paid | $ (10,000) | $ (20,000) | $ (10,000) | $ (20,000) | |||||||||||||||||||||||||||||||||||||||
Cash received from Clyra Winter 2014 PPM | 245,000 | 245,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of note payables | $ 911 | 583,889 | 584,800 | ||||||||||||||||||||||||||||||||||||||||
Conversion of note payables (in Shares) | 1,360,000 | ||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | $ 55,293 | 78,511,529 | (79,019,719) | 60,627 | (392,270) | ||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 82,909,300 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of stock for | $ 1,099 | $ (1,099) | |||||||||||||||||||||||||||||||||||||||||
Issuance of stock for (in Shares) | 1,640,000 | ||||||||||||||||||||||||||||||||||||||||||
Conversion of equity to notes payable | $ (355) | (211,662) | (212,017) | ||||||||||||||||||||||||||||||||||||||||
Conversion of equity to notes payable (in Shares) | (530,000) | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to vendors and interest to Noteholders | $ 530 | 359,834 | $ 360,364 | 360,364 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock to vendors and interest to Noteholders (in Shares) | 631,643 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to convert 2015 Unit Offering | $ 173 | 64,386 | 64,559 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to convert 2015 Unit Offering (in Shares) | 258,236 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of options | $ 496 | $ 1,096,968 | $ 734,345 | $ 309,479 | $ 1,096,968 | $ 734,345 | $ 309,975 | ||||||||||||||||||||||||||||||||||||
Issuance of options (in Shares) | 738,837 | ||||||||||||||||||||||||||||||||||||||||||
Fair Value of Warrant | $ 3,474,721 | $ 3,474,721 | $ 72,320 | $ 72,320 | |||||||||||||||||||||||||||||||||||||||
Investment into Clyra Medical Technolgies (Note 12) | 750,000 | 750,000 | |||||||||||||||||||||||||||||||||||||||||
Net loss for the year ended | (5,055,976) | (21,054) | (5,077,030) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | $ (40,567) | (40,567) | |||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 57,236 | $ 84,410,821 | $ (84,075,695) | $ (40,567) | $ 789,573 | $ 1,141,368 | |||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 85,648,015 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) | Dec. 31, 2014$ / shares |
Summer 2013 [Member] | |
Issuance of stock, stock price | $ 0.25 |
Winter 2012 Warrants [Member] | |
Issuance of stock, stock price | 0.50 |
Summer 2013 Warrants [Member] | |
Issuance of stock, stock price | 0.30 |
Summer 2014 Offering [Member] | |
Issuance of stock, stock price | 0.40 |
Common Stock [Member] | Summer 2013 [Member] | |
Issuance of stock, stock price | 0.25 |
Common Stock [Member] | Winter 2012 Warrants [Member] | |
Issuance of stock, stock price | 0.50 |
Common Stock [Member] | Summer 2013 Warrants [Member] | |
Issuance of stock, stock price | 0.30 |
Common Stock [Member] | Summer 2014 Offering [Member] | |
Issuance of stock, stock price | $ 0.40 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (5,077,030) | $ (3,739,567) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash expense related to to options issued to officers and board of directors | 360,364 | |
Amortization expense | 10,920 | 10,920 |
Increase (decrease) in cash from change in: | ||
Accounts receivable | (35,814) | (1,688) |
Inventory | (11,921) | 4,316 |
Prepaid asset | (4,167) | (45,000) |
Accounts payable and accrued expenses | (110,554) | 139,259 |
Deposits | 35,000 | 100,000 |
Net cash used in operating activities | (1,883,342) | (1,718,621) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from note payables | 200,000 | |
Payments of financing costs | (22,150) | |
Net cash provided by financing activities | 3,532,563 | 1,780,644 |
EFFECT OF FOREIGN CURRENCY TRANSLATION | (40,567) | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,608,654 | 62,023 |
CASH AND CASH EQUIVALENTS — BEGINNING | 154,460 | 92,437 |
CASH AND CASH EQUIVALENTS — ENDING | 1,763,114 | 154,460 |
Cash Paid During the Period for: | ||
Interest | 9,855 | 6,733 |
State taxes | 4,000 | 2,400 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Fair value of warrants related to convertible note offerings | 3,474,721 | 200,000 |
Stock [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of stock | 2,804,713 | 1,335,644 |
Stock in Subsidiary [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of stock | 750,000 | 245,000 |
Officers and Board of Directors [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash expense related to options issued to officers and board of Directors | 734,345 | 483,411 |
Non-cash expense related to to options issued to officers and board of directors | 309,975 | 269,616 |
Consultants [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash expense related to to options issued to officers and board of directors | 360,364 | 663,735 |
Vendors [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash expense related to to options issued to officers and board of directors | 1,096,968 | 388,377 |
2015 Unit Offering [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of Stock, Amount Issued | 64,559 | |
Summer 2014 to 2015 Unit Offering [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of Stock, Amount Issued | 212,017 | |
Warrant [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense related to the amortization of the fair value of warrants issued in conjunction with our convertible notes | 808,572 | 8,000 |
Issued in Conjunction with the Extension of Convertible Note Payable [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Convertible noteholders accrued and unpaid interest | 584,400 | |
Issued in Conjunction with Financing Fees [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Fair value of warrants issued as fees as part of our private security offerings | $ 72,320 | $ 34,600 |
Note 1 - Business and Organizat
Note 1 - Business and Organization | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Business and Organization Outlook 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 year ended December 31, 2015, we had a net loss of $5,077,030, and, at December 31, 2015, we had working capital of $1,431,164, current assets of $1,891,147, an accumulated deficit of $84,075,695, and a net stockholders’ deficiency. 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 BioLargo technology. These consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. We have been, and anticipate that we will continue to be, limited in terms of our capital resources. Our total cash and cash equivalents were $1,763,114 at December 31, 2015. We generated revenues of $127,582 in the year ended December 31, 2015, which amount was not sufficient to fund our operations. We generally have not had enough cash or sources of capital to pay our accounts payable and expenses as they arise, and have relied on the issuance of stock options and common stock, as well as extended payment terms with our vendors, to continue to operate. We will be required to raise substantial additional capital to expand our operations, including without limitation, hiring additional personnel, additional scientific and third-party testing, costs associated with obtaining regulatory approvals and filing additional patent applications to protect our intellectual property, and possible strategic acquisitions or alliances, as well as to meet our liabilities as they become due for the next 12 months. As of December 31, 2015, we had $3,245,972 principal amount outstanding due on convertible notes payable (see Note 5) that are payable in stock at the June 1, 2018 maturity date, and $324,983 of outstanding accounts payable (see Note 10). During the year ended December 31, 2015, we received $2,804,713 net proceeds from our private securities offerings. (See Note 4.) We also received $750,000 from the sale of stock in our subsidiary Clyra Medical Technologies, Inc. (“Clyra”) (See Note 12.). In the opinion of management, the accompanying balance sheets and related statements of operations, cash flows, and stockholders’ equity (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. Organization We were initially organized under the laws of the State of Florida in 1989, and in 1991 merged into a Delaware corporation. We operate four wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in 2006, Odor-No-More, Inc., organized under the laws of the State of California in 2009, BioLargo Water USA, Inc., organized under the laws of the State of California in 2013 and BioLargo Water, Inc., organized under the laws of Canada in 2014. Additionally, we are majority owner of Clyra Medical Technologies, Inc., organized under the laws of the State of California in 2012 (see Note 12). Business Overview We feature three patent protected platform technologies with diverse product opportunities across multiple industries – the AOS Filter, CupriDyne, and Isan. Each features the use of the all-natural iodine molecule. While they all use iodine, they are quite different in terms of the methods by which they exploit the use of iodine, the form and composition of iodine used, and therefore their function and value proposition can be quite different for each commercial application. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated. Foreign currency The Company has designated the functional currency of Biolargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, transaction gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less or money market funds from substantial financial institutions to be cash equivalents. We place substantially all of our cash and cash equivalents with one financial institution. As of December 31, 2015, our cash deposits were greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner. From time to time during the year we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the institution, however, we do not anticipate non-performance. 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 was $3,818 at December 31, 2014 and $0 at December 31, 2015. Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. Inventories consisted of: December 31, 2014 December 31, 2015 Raw materials $ 18,816 $ 12,162 Finished goods 6,698 25,273 $ 25,514 $ 37,435 Other Assets Other Assets consists of payments made to purchase patents related to our efforts in commercializing the ISAN system. For each of the years ended December 31, 2014 and 2015 we recorded amortization expense totaling $10,920. 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 years ended December 31, 2014 and 2015, management determined that there was no impairment of its long-lived assets. 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 years ended December 31, 2014 and 2015, 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, allowance for accounts receivable, asset depreciation and amortization, and taxes, 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 Payments All share-based payments to employees, including grants of employee stock options, are recognized in the consolidated financial statements based on their fair values. For stock issued to consultants and other non-employees for services, we record the expense based on the fair market value of the securities as of the date of the stock issuance. The issuance of stock warrants or options to non-employees are valued at the time of issuance utilizing the Black Scholes calculation and the amount is charged to expense. During the years ended December 31, 2014 and 2015, we recorded an aggregate $871,788 and $1,831,313 in selling general and administrative expense related to options issued as part of our 2007 Equity Incentive Plan and outside of our 2007 Equity Incentive Plan (see Note 8). During the years ended December 31, 2014 and 2015, we issued an aggregate 664,411 and 738,837 shares of our common stock to our officers in lieu of accrued and unpaid compensation and unreimbursed expenses totaling $294,798 and $309,975, respectively. During the years ended December 31, 2014 and 2015, we issued an aggregate 590,476 and 631,643 shares of our common stock to third party vendors in lieu of accrued and unpaid obligations totaling $380,231 and $360,364, respectively. During December 2015, we issued an aggregated 258,236 shares of our common stock to 2015 Unit Offering holders in lieu of $64,559 note payable principal balance. On March 28, 2014, we issued an aggregate 1,360,000 shares of our common stock to note payable holders in lieu of $584,800 note payable principal balance and related accrued interest. (See Note 5). 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. Revenue Recognition Revenues are recognized as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured. We also may generate revenues from royalties and license fees from our intellectual property. Licensees typically 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. License fees are recognized over the estimated period of future benefit to the average licensee. 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. Fair Value of Financial Instruments Management believes the carrying amounts of the Company's financial instruments as of December 31, 2014 and 2015 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, convertible notes, and other assets and liabilities. Government Grants We have been awarded 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 government 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 eleven grants in the aggregate amount of approximately $778,000. Some of the funds from these grants are given directly to third parties (such as the University of Alberta) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support much of the research budget, but not all of the related 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 provide for (i) recurring monthly amounts and (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 and the development of our AOS filter. 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. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of the pending adoption of the ASU on its consolidated financial statements. In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02), Consolidation (Topic 810). ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas: (1) Limited partnerships and similar legal entities. (2) Evaluating fees paid to a decision maker or a service provider as a variable interest. (3) The effect of fee arrangements on the primary beneficiary determination. (4) The effect of related parties on the primary beneficiary determination. (5) Certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The adoption of ASU 2015-02 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 creates a new, principle-based revenue recognition framework that will affect all revenue-generating activities. In addition to superseding and replacing nearly all existing revenue recognition guidance under U.S. GAAP, including industry-specific guidance, the new standard: ● changes the basis for deciding when revenue is recognized over time or at a point in time; ● provides new guidance on specific aspects of revenue recognition; and ● expands and improves disclosures about revenue. Entities are required to apply the standard for annual periods beginning after December 15, 2018, and for interim periods therein. The standard permits the use of either the retrospective method, where prior period results are reflected on a comparable basis, or cumulative effect method. Management is currently evaluating the effect of this pronouncement on its financial reporting. |
Note 3 - Deposits
Note 3 - Deposits | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Deposit Liabilities Disclosures [Text Block] | Note 3. Deposits Royalty Revenue In 2012, we executed a joint venture agreement with Peter Holdings Pty. Ltd., the principal developer of the Isan System, whereby we jointly purchased the intellectual property associated with the Isan System, and agreed to share any royalties from any licensing revenue generated from the Isan System on an equal 50/50 basis. In February 2014, we received a deposit of $100,000 from InsulTech Manufacturing, LLC, an Arizona limited liability company d/b/a Clarion Water (“Clarion Water”) towards a worldwide, exclusive license of the Isan System. On August 12, 2014, we entered into a license agreement with Clarion Water in which we granted an exclusive license to commercialize the Isan System for a term expiring the latter of 10 years or upon the expiration of the licensed patents. The license agreement provides that the $100,000 deposit is non-refundable, and is to be credited to future payments of royalties or sublicense fees due under the license agreement. The agreement further provides for a 10% royalty of licensee’s “net sales revenue”, and 40% of sublicensing fees. Licensee is required to make minimum payments beginning July 1, 2016, of $50,000 per quarter, and we are obligated to share any revenues under the agreement on an equal basis with Peter Holdings Pty. Ltd. The intellectual property subject to the license agreement includes all intellectual property related to the Isan System, including all patents, trademarks, proprietary knowledge, and other similar know-how or rights relating to or arising out of the Isan System or the patents related to the Isan System. The agreement contains other terms and conditions typically found in intellectual property license agreements. Investor Deposit On December 18, 2015, we received $35,000 from a potential investor in our 2015 Unit Offering (see Note 4). We did not receive a subscription agreement from that individual until after December 31, 2015, and thus we recorded this amount as a deposit until we received the executed documents. |
Note 4 - Equity Offerings
Note 4 - Equity Offerings | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 4. Equity Offerings Summer 2014 Private Securities Offering Pursuant to a private offering of our common stock at a price of $0.40 per share (“Summer 2014 Offering”) that commenced on June 25, 2014 through December 31, 2014, we sold 717,500 shares of our common stock to ten accredited investors, and received gross and net proceeds of $287,000 and $267,000, respectively. Fees related to this offering consisted of $20,000 cash payments and the issuance of 10,764 shares of our common stock at an exercise price of $0.40 per share. Each purchaser of stock will receive, for no additional consideration, a stock purchase warrant which entitles the holder to purchase a number of additional shares of our common stock equal to the number of shares originally purchased. (See Note 7.) Clyra Spring 2014 Private Securities Offering On February 1, 2014, our subsidiary Clyra (see Note 11) began a private securities offering, selling up to 1,000 shares of its common stock at $1,000 per share. From inception of the offering, Clyra sold 245 shares of its common stock to five accredited investors and received $245,000 gross and net proceeds from the sale. Each purchaser of stock received, for no additional consideration, (i) a stock purchase warrant entitling the holder to purchase the same number of shares of Clyra common stock as purchased in the offering for $1,833.33 per share until July 30, 2015, and (ii) a warrant issued by BioLargo that allows the holder to exchange one share of Clyra common stock for 4,000 shares of BioLargo common stock. (See Note 7.) All of these offerings and sales were made in reliance on the exemption from registration contained in Section4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities. |
Note 5 - Notes and Convertible
Note 5 - Notes and Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | Note 5. Notes and Convertible Notes Payable As of December 31, 2015, we have outstanding a total of $3,245,972 unsecured convertible promissory notes with a maturity date of June 1, 2018, which accrue interest at a rate of 12% per annum. We may pay these notes at maturity by the issuance of common stock at the rate set forth in the note. These notes include those issued to investors in the 2015 Unit Offering (see “2015 Unit Offering” immediately below), and notes that were converted into 2015 Unit Offering notes (see Note 6). For the years ended December 31, 2014 and 2015, we recorded $348,153 and $994,671 of interest expense related to our line of credit, convertible notes payable and amortization of discount on convertible notes payable. 2015 Unit Offering On January 15, 2015, we commenced a private securities offering of “units”, each Unit consisting of a convertible promissory note and Series A stock purchase warrant (“2015 Unit Offering”). The price and availability of the Units are set forth in a “Pricing Supplement” issued from time-to-time, and priced up to a 30% discount to the market price of the Company’s common stock. The Offering is subject to an over-allotment of 20%, or an additional $1,000,000 in Units, for an aggregate total of $6,000,000, and shall be known as the Company’s “2015 Unit Offering.” The Company has the right to register the common shares underlying the notes and warrants (“Shares”) with the Securities and Exchange Commission, and the obligation to register the Shares in the event we are successful in raising $3,000,000 of gross proceeds. Purchasers of the Units will receive an unsecured convertible promissory note bearing interest at the rate of 12% per annum on the amount invested. Any interest due will be paid quarterly in arrears in cash or shares of common stock. If paid by the issuance of common stock, interest is paid at a conversion price equal to the average closing price of the Company’s common stock over the 20 trading days prior to the interest payment due date. The principal amount of the note may be paid by the issuance of shares of common stock, or cash, upon maturity at the Company’s election. When paid in shares, the number of shares to be issued shall be calculated by dividing the principal amount invested by the Unit price, as it is established at the time of the original investment by the applicable Pricing Supplement. The notes may be converted at any time by the investor, at maturity by the Company, or by the Company prior to maturity, so long as all of the following conditions are met: (i) the Shares issued as payment are registered with the SEC, (ii) the Company’s common stock closes for ten consecutive trading days at or above three times the Unit price. The Notes mature on June 1, 2018. Each Series A warrant allows for the purchase of the number of common shares equal to the investment amount divided by the Unit price, (e.g., one warrant share for each share of common stock which the investor is eligible to receive through conversion of his original convertible note) and, the warrant will have an exercise price as set forth in the Pricing Supplement. Each Series A warrant expires June 1, 2020. The Company may “call” the Series A warrant, requiring the investor to exercise the warrant within 30 days or forever lose the rights to do so, only if the following conditions have been met: (i) the underlying Shares are registered with the SEC, and (ii) the Company’s common stock closes for 10 consecutive trading days at or above two times the exercise price. During the year ended December 31, 2015, we received $2,671,713 and issued unsecured convertible promissory notes with maturity dates of June 1, 2018, which accrue interest at a rate of 12% per annum, and are convertible at the Unit price set forth in the investor’s subscription agreement. Of this amount, notes in the face amount of $1,535,000 were issued at a Unit price of $0.25, and $1,136,713 at a Unit price of $0.35. Each investor, for no additional consideration, received a Series A stock purchase warrant. (See Note 7.) December/January Notes In December 2014, we received $200,000 and issued unsecured convertible promissory notes each with a one-year maturity date, which accrue interest at a rate of 12% per annum. Each noteholder, for no additional consideration, received a stock purchase warrant exercisable at $0.30 per share, which terminates three years after the date of issuance. We issued warrants to purchase an aggregate 350,000 shares. The fair value of the warrants and the intrinsic value of the beneficial conversion feature resulted in a $200,000 discount on the convertible note payables. Each noteholder may exchange the note for the securities offered in our current private securities offering. In January 2015, we received $133,000 and issued unsecured convertible promissory notes each with a one-year maturity date, which accrue interest at a rate of 12% per annum. Each noteholder, for no additional consideration, received a stock purchase warrant exercisable at $0.30 per share, which terminates three year after the date of issuance. (See Note 7). In 2015, these notes were converted to a convertible promissory note and Series A stock purchase warrant on the same terms as our 2015 Unit Offering. (See Note 6.) Line of Credit On November 19, 2013, we received $50,000 pursuant to a line of credit which accrues interest at a rate of 24%. We have pledged our inventory and accounts receivable as collateral. The maturity date of the line of credit is May 15, 2016. In September 2015, this line of credit was converted to a convertible promissory note and Series A stock purchase warrant on the same terms as our 2015 Unit Offering. (See Note 6.) |
Note 6 - Conversion of Notes Pa
Note 6 - Conversion of Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Conversion Of Notes [Abstract] | |
Conversion Of Notes [Text Block] | Note 6. Conversion of Notes Payable During December 2015, we issued an aggregated 258,236 shares of our common stock to 2015 Unit Offering holders in lieu of $64,559 note payable principal balance. During 2015, each of our December/January noteholders’ exchanged their note for a note and warrant on the terms offered in our 2015 Unit Offering (see Note 5), such that the original notes totaling $333,000 and accrued interest totaling $50,895 were cancelled and we issued new convertible promissory notes totaling $383,895 with an expiration date of June 1, 2018. During 2015, investors included in our Summer 2014 Offering exercised their right to convert their equity investment into the 2015 Unit Offering. In exchange for a note and warrant on the terms offered in our 2015 Unit Offering (see Note 5), we agreed to cancel 530,000 shares of our common stock issued as part of the Summer 2014 Offering, such that the original equity investment $212,017 was cancelled and we issued new convertible promissory notes totaling $212,017 with an expiration date of June 1, 2018. On September 30, 2015, the holder of our line of credit agreed to convert the outstanding balance on the line of credit for a convertible promissory note and Series A warrant on the terms offered in our 2015 Unit Offering (see Note 5), such that the original line of credit totaling $50,000 and accrued fees and interest totaling $8,530, were canceled and we issued a new convertible promissory note totaling $58,530 with an expiration date of June 1, 2018. In addition, we issued a Series A stock purchase warrant to the holder allowing the holder to purchase 234,120 shares of our common stock. On March 26, 2014, we issued an aggregate 1,360,000 shares of our common stock, at a conversion price of $0.25, resulting in a fair value of $584,800, as payment for an aggregate $275,000 in principal and $65,000 of accrued and unpaid interest expense for three promissory notes (originally issued on June 8, 2010, October 28, 2013, and November 15, 2013). Our stock price on the date of issuance was $0.43 per share, resulting in additional financing costs of $244,800 which was recorded as interest expense during the three-month period ended March 31, 2014. 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. |
Note 7 - Warrants
Note 7 - Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Warrants [Text Block] | Note 7. Warrants We have certain warrants outstanding to purchase our common stock, at various prices, as described in the following table: Number of Shares Price Range Outstanding as of December 31, 2013 10,618,771 $0.125 – 1.00 Issued 5,185,001 0.30 – 0.50 Exercised (674,288 ) 0.50 – 1.00 Expired (6,291,362 ) 0.50 – 1.00 Outstanding as of December 31, 2014 8,838,122 $0.125 – 1.00 Issued 12,693,395 0.30 – 0.45 Exercised — 0.30 – 0.50 Expired (7,752,079 ) 0.25 – 0.75 Outstanding as of December 31, 2015 13,779,438 $0.125 – 1.00 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. The determination of expense of warrants issued for services or settlement also uses the option-pricing model. The principal assumptions we used in applying this model were as follows: 2014 2015 Risk free interest rate 0.09 – 1.55% .97 – 1.60% Expected volatility 184 – 349% 255 – 332% Expected dividend yield — — Forfeiture rate — — Expected life in years 1 – 5 3 – 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 presumed to be the mid-point between the vesting date and the end of the contractual term. 2015 Unit Offering Warrants Pursuant to the terms of our 2015 Unit Offering, during the year ended December 31, 2015, we issued Series A warrants to purchase up to an aggregate 9,597,123 shares of our common stock. Of that amount, warrants to purchase an aggregate 6,320,800 shares were issued at an exercise price of $0.40 per share, and a warrant to purchase 3,276,323 shares was issued at an exercise price of $0.45 per share. These warrants were issued to investors and as commissions, and expire June 1, 2020. The fair value of the warrants and the intrinsic value of the beneficial conversion feature resulted in an aggregate $3,319,906 discount on the convertible notes payable. Warrants Issued Concurrently with Convertible Note Payables During the year ended December 31, 2015, we issued warrants to purchase an aggregate 266,000 shares of our common stock to holders of our December/January notes (see Note 5). These warrants are exercisable at $0.30 per share and expire January 2020. The fair value of warrants totaled $133,000 and was recorded as interest expense. Pursuant to the terms of our convertible notes payable, nine noteholders of the December and January convertible notes payable exchanged their notes and accrued interest for notes and warrants on the terms offered in our 2015 Unit Offering totaling 383,913 (see Notes 4 and 5). With the exchange, these note holders received additional warrants to purchase an aggregate 1,535,652 of our common stock at an exercise price of $0.40 which expire June 1, 2018. The fair value of the warrants and the intrinsic value of the beneficial conversion feature resulted in an aggregate $383,913 recorded as a discount on convertible notes payable. Summer 2014 Warrants On June 25, 2014, we began a private offering of our common stock at a price of $0.40 per share. (See Note 4.) Per the terms of the Summer 2014 offering and through the year ended December 31, 2014, we issued warrants to purchase 717,500 shares of our common stock. The warrant is exercisable at $0.75 per share, will expire on July 31, 2019, and is subject to a call provision in the event (i) the closing price of the Common Stock for each of twenty (20) consecutive business days, exceeds $1.50 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant), (ii) the Restricted Stock is subject to resale pursuant to 17 C.F.R. 230.144 (“Rule 144”) or pursuant to any other exemption from registration under to the Securities Act of 1933, as amended and (iii) the Shares underlying the Warrant are registered with the SEC. Pursuant to the terms of our Summer 2014 Offering, three investors choose to exchange their investment for a note and warrant on the terms offered in our 2015 Unit Offering totaling $105,000 (See Note 4 and 5). With the exchange, 262,500 warrants were cancelled and we issued warrants to purchase an aggregate 848,000 of our common stock at an exercise price of $0.40 which expire June 1, 2018. The fair value of the warrants and the intrinsic value of the beneficial conversion feature resulted in an aggregate $105,000 discount on these new convertible notes payable. Clyra 2014 Warrants Pursuant to the terms of the Clyra 2014 Spring Offering (see Note 4), during 2014 we issued warrants to purchase up to an aggregate 980,000 shares of our common stock to the investors in the Clyra 2014 Spring Offering. The exercise price for each warrant is the tender of one share of Clyra common stock, purchased by the investor for $1,000, in exchange for 4,000 shares of BioLargo common stock. All Clyra investors exercised their warrants and converted their Clyra stock to our common stock. During the year ended December 31, 2015, 410 shares of Clyra common stock were tendered to BioLargo, and in exchange, BioLargo issued an aggregate 1,640,000 shares of BioLargo common stock. Other Warrant During 2015, The holder of our letter of credit exchanged the letter of credit for a note and warrant on the terms offered in our 2015 Unit Offering totaling $58,530 (See Note 4 and 5). With the exchange, we issued warrants to purchase 234,120 of our common stock at an exercise price of $0.40 which expire June 1, 2020. The fair value of the warrants and the intrinsic value of the beneficial conversion feature resulted in an aggregate $58,530 recorded as a discount on convertible notes payable. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8. Stockholders’ Equity Preferred Stock Our certificate of incorporation authorizes our Board of Directors to issue preferred stock, from time to time, on such terms and conditions as they shall determine. As of December 31, 2014 and December 31, 2015 there were no outstanding shares of our preferred stock. |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation and Other Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 9. Stock-Based Compensation and Other Employee Benefit Plans During the years ended December 31, 2014 and 2015, we recorded an aggregate $871,788 and $1,831,313 in selling general and administrative expense related to the issuance of stock options. We issued options through our 2007 Equity Incentive Plan and outside of our 2007 Equity Incentive Plan. On September 22, 2015, we issued 150,000 shares of our common stock to the president of our Canadian subsidiary, BioLargo Water, for services performed. The stock price on the grant date was $0.65 resulting in $97,500 of selling, general and administrative expense. 2007 Equity Incentive Plan On August 7, 2007, and as amended April 29, 2011, our Board of Directors adopted the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 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. The Board’s Compensation Committee administers this plan. The plan allows grants of common shares or options to purchase common shares. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The Compensation Committee may at any time amend or terminate the plan. Options issued pursuant to our 2007 Equity Incentive Plan during the year ended December 31, 2015: Date Term Option Shares Exercise price Stock price on grant date Fair Value Expense June 24, 2015 (1) 10 40,000 $ 0.38 $ 0.38 $ 15,200 $ 15,200 April 20, 2015 (2) 10 700,000 0.40 0.34 238,000 59,460 September 30, 2015 (3) 10 300,000 0.57 0.57 171,000 68,400 Totals 1,040,000 $ 424,200 $ 143,060 (1) (2) (3) In addition to the foregoing, on June 24, 2015, our Board of Directors extended by five years the expiration of an option to purchase 200,000 shares of our common stock issued to our Chief Science Officer in February 2010. The option was originally issued in exchange for unpaid salary obligation at an exercise price of $0.575 and now expires February 5, 2020. The fair value of the options resulted in an additional $68,000 of selling, general and administrative expenses. On June 24, 2015, our board of directors extended by five years the expiration of options to purchase an aggregate 1,772,581 shares of our common stock issued to consultants, vendors and employees in August 2010. The options were originally issued in exchange for accrued and unpaid amounts owed to the individuals, at an exercise price of $0.30 and now expire August 4, 2020. Fair value of the options resulted in an additional $620,403 of selling, general and administrative expenses. Options issued pursuant to our 2007 Equity Incentive Plan during the year ended December 31, 2014: Date Term Option Shares Exercise Price Stock Price on grant date Fair Value Expense June 23, 2014 (1) 10 40,000 $ 0.63 $ 0.63 $ 25,200 $ 25,200 June 23, 2014 (2) 10 300,000 0.63 0.63 189,000 141,000 $ 340,000 $ 214,250 $ 166,200 (1) We recorded the issuance of options to purchase an aggregate 40,000 shares of our common stock to the non-employee members of our Board of Directors, pursuant to the terms of the 2007 Equity Plan which calls for an annual automatic issuance. (2) BioLargo, Inc. (the “Company”) and its 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 serving as the Company’s Chief Financial Officer. The Engagement Extension Agreement dated as of June 23, 2014 (the “Engagement Extension Agreement”) provides for an additional term to expire January 31, 2015 (the “Extended Term”), and is retroactively effective to February 1, 2014. During the Extended Term, Mr. Dargan shall be compensated through the issuance of an option to purchase shares of the Company’s common stock which vest over the term of the engagement with 100,000 shares vested as of June 23, 2014, and the remaining shares vest 25,000 monthly through January 31, 2015. Activity for our stock options under the 2007 Plan for the years ended December 31, 2014 and 2015 is as follows: Weighted Average Options Shares Price per Outstanding Available Price per share share Balances as of December 31, 2013 8,561,086 3,438,914 $0.25 – $1.89 $ 0.44 Granted 40,000 (40,000 ) $0.28 0.28 Exercised — — — — Expired — — $— $ — Balances as of December 31, 2014 8,601,086 3,398,914 $0.25 – $1.89 $ 0.44 Granted 1,040,000 (1,040,000 ) $0.38 – $0.57 0.45 Exercised — — — — Reclassification 600,000 (600,000 ) 0.30 – 0.63 0.33 Expired — — — — Balances as of December 31, 2015 10,241,086 1,758,914 $0.25 – $1.89 $ 0.44 The following table summarizes the stock options issued under the 2007 Equity Plan outstanding at December 31, 2015. Weighted Currently Exercisable Average Weighted Options Remaining Average Number Weighted Outstanding Contractual Exercise Of Shares Average at December 31, 2015 Exercise Price Life Price December 31, 2015 Exercise Price 525,000 $0.40 - 1.89 2 $ 1.06 525,000 1.06 892,135 0.28 - 0.99 3 0.51 892,135 0.51 1,010,000 0.31 - 0.70 4 0.56 1,010,000 0.56 3,429,450 0.22 - 0.57 5 0.33 3,429,450 0.33 1,989,340 0.34 - 0.51 6 0.37 1,989,340 0.37 715,161 0.28 - 0.40 7 0.36 715,161 0.36 640,000 0.30 – 0.65 8 0.48 640,000 0.48 740,000 0.38 – 0.40 9 0.40 233,333 0.40 300,000 0.57 10 0.57 165,000 0.57 10,241,086 $0.22 – 1.89 4 $ 0.44 9,599,419 $ 0.44 Options issued Outside of the 2007 Equity Incentive Plan At our June 2013 Board of Directors meeting, in an effort to preserve our cash and reduce outstanding payables, our Board adopted a plan to offer employees, board members, consultants and vendors the opportunity to convert outstanding payable amounts into either (i) an option to purchase common stock in lieu of cash payment at the then market price of our common stock, expiring ten years from the date of issuance, and containing “cashless” exercise provisions (each, an “Option”), the number of shares purchasable to be calculated based on the amount converted times 1.5, or (ii) our common stock at market price. Options issued outside of the 2007 Equity Incentive Plan during the year ended December 31, 2015 are (those issued pursuant to this Accounts Payable Conversion Plan are so noted): Date Term Option S hares Exercise Price Stock Price on grant date Fair Value Expense December 31, 2015 (1) 10 124,000 $ 0.50 $ 0.50 $ 62,000 $ 62,000 December 31, 2015 (2) 10 58,500 0.50 0.50 29,250 29,250 September 22, 2015 (3) 10 103,846 0.65 0.65 67,500 67,500 September 22, 2015 (4) 10 125,770 0.65 0.65 81,750 81,750 September 22, 2015 (5) 10 200,000 0.35 0.65 130,000 110,500 June 29, 2015 (6) 10 218,143 0.35 0.35 76,350 76,350 June 29, 2015 (7) 10 192,857 0.35 0.35 67,500 67,500 April 20, 2015 (8) 10 75,000 0.34 0.34 25,500 25,500 April 19, 2015 (9) 10 200,000 0.37 0.34 74,000 74,000 March 31, 2015 (10) 10 387,676 0.36 0.36 139,563 139,563 March 30, 2015 (11) 10 190,142 0.36 0.36 68,451 68,451 February 5, 2015 (12) 10 200,000 0.33 0.33 66,000 66,000 2014 and prior (13) __ __ 74,145 Total 2015 2,075,934 $ 952,509 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) Options issued outside of the 2007 Equity Incentive Plan during the year ended December 31, 2014 are: Date Term Option Shares Exercise price Stock price on grant date Fair Value Expense December 26, 2014 (1) 10 192,857 $ 0.35 $ 0.35 $ 67,500 $ 67,500 December 26, 2014 (2) 10 250,715 0.35 0.35 87,750 87,750 September 29, 2014 (3) 10 143,617 0.47 0.47 67,500 67,500 September 29, 2014 (4) 10 193,511 0.47 0.47 90,950 90,950 June 24, 2014 (5) 10 103,847 0.65 0.65 67,501 67,501 June 24, 2014 (6) 10 148,848 0.65 0.65 96,750 96,750 March 31, 2014 (7) 10 156,888 0.43 0.43 67,461 67,461 March 31, 2014 (8) 10 78,488 0.43 0.43 33,750 33,750 February 20, 2014 (9) 10 40,000 0.35 0.35 14,000 14,000 2013 and prior (10) __ __ 40,160 Total 633,332 (1) (2) (3) (4) (5) We issued options to purchase shares of our common stock to our board of directors in lieu of $45,000 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan . (6) (7) (8) (9) (10) Activity for our stock options issued outside of the 2007 Plan for the years ended December 31, 2014 and 2015 is as follows: Weighted Average Options Price per Outstanding Exercise Price share Balances as of December 31, 2013 16,398,395 $0.18 – $1.00 $ 0.39 Granted 1,608,771 $0.25 – 0.30 $ 0.50 Exercised (41,875 ) — — Expired — — — Balances as of December 31, 2014 17,965,294 $0.18 – $1.00 $ 0.40 Granted 2,075,931 $0.25 – 0.65 $ 0.40 Exercised — 0.33 – 0.65 0.40 Reclassification (600,000 ) 0.30 – 0.63 0.33 Expired (46,250 ) 0.30 0.30 Balances as of December 31, 2015 19,394,975 $0.18 – $1.00 $ 0.40 The following table summarizes the stock options issued outside of the 2007 Equity Incentive Plan outstanding at December 31, 2015. Weighted Currently Exercisable Average Weighted Number of Options Remaining Average Shares at Weighted Outstanding at Contractual Exercise December 31, Average December 31, 2015 Exercise Price Life Price 2015 Exercise Price 7,733,259 $0.18 1 $ 0.18 7,733,259 $ 0.18 2,400,000 0.99 1 0.99 2,400,000 0.99 691,975 0.55 3 0.55 691,975 0.55 800,000 1.00 6 1.00 483,333 1.00 168,750 0.40 7 0.40 168,750 0.40 1,456,110 0.30 7 0.30 1,456,110 0.30 3,288,246 0.25 – 0.65 8 0.28 3,288,246 0.28 1,833,518 0.33 – 0.47 9 0.40 1,833,518 0.40 1,023,112 0.35 – 0.65 10 0.40 1,013,112 0.40 19,394,972 $0.18 – 1.00 8 $ 0.40 19,068,303 $ 0.40 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. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. The following methodology and assumptions were used to calculate share based compensation for each of the years ended December 31, 2014 and 2015: 2014 2015 Non Plan 2007 Plan Non Plan 2007 Plan Risk free interest rate 2.25 – 2.76% 2.63 % 1.83 – 2.33% 1.60 – 2.38% Expected volatility 837 – 935% 927 % 794 – 821% 322 – 807% Expected dividend yield — — — — Forfeiture rate — — — — Expected life in years 7 7 7 3 - 7 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. |
Note 10 - Accounts Payable and
Note 10 - Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses included the following: December 31, December 31 , 2014 2015 Accounts payable $ 219,182 $ 63,578 Payable in dispute 106,000 106,000 Uncertain tax liability 137,500 142,461 Accrued interest 32,256 12,944 Total Accounts Payable and Accrued Expenses $ 494,938 $ 324,983 Issuance of Common Stock in exchange for payment of payables Payment of Officer Salaries During 2015 we issued 738,837 shares of our common stock at a range of $0.35 - $0.36 per share in lieu of $309,975 of accrued and unpaid obligations to our officers. During 2014 we issued 664,410 shares of our common stock at a range of $0.35 - $0.65 per share in lieu of $294,579 of accrued and unpaid obligations to our officers. All of these offerings and sales were made in reliance on the exemption from registration contained in Section4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities. Payment of Consultant Fees and Accrued Interest During 2015 we issued 631,643 shares of our common stock at a range of $0.35 - $0.36 per share in lieu of $360,364 of accrued and unpaid obligations to consultants. During 2014, we issued 590,476 shares of our common stock at a range of $0.25 - $0.80 per share in lieu of $331,794 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. |
Note 11 - Provision for Income
Note 11 - Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11. Provision for Income Taxes Given our historical losses from operations, income taxes have been limited to the minimum franchise tax assessed by the State of California. At December 31, 2015, we had federal and California tax net operating loss carry-forwards of approximately $43 million. Due to changes in our ownership through various common stock issuances during 2002 and 2007, the utilization of net operating loss carry-forwards may be subject to annual limitations and discounts under provisions of the Internal Revenue Code. We have not conducted an analysis to determine the extent of any limitation. Such limitations could result in the permanent loss of a significant portion of the net operating loss carry-forwards. Realization of our deferred tax assets, which relate to operating loss carry-forwards and timing differences, is dependent on future earnings. The timing and amount of future earnings are uncertain and therefore we have established a 100% valuation allowance. At December 31, 2015, our U.S. Federal and California State income tax returns related to the years 2011-2015 remain open to examination by tax authorities. However, given our history of net operating losses, as discussed above, the statute of limitations could remain open to examine years prior to 2007 for the year(s) in which net operating losses were originally incurred if/when we reach profitability and begin to utilize our net operating losses to offset taxable income. |
Note 12 - Noncontrolling Intere
Note 12 - Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 12. Noncontrolling Interest In May 2012, we formed a subsidiary for the purpose of marketing and selling medical products containing our technology, Clyra Medical Technology, Inc. (“Clyra”). Until December 17, 2012, this subsidiary was wholly-owned, with 7,500 shares issued to BioLargo, Inc. On December 17, 2012, Clyra issued 1,500 shares of Clyra common stock to a three-member management team, one-third of which vested immediately, and the remaining over time. The shares granted to the three executives are restricted from transfer until a sale of the company, whether by means of a sale of its stock or substantially all of its assets, or otherwise by agreement of Clyra, BioLargo and the executives. On December 30, 2015, Clyra sold 9,830 shares of its Series A Preferred Stock (“Preferred Shares”) to Sanatio Capital, LLC (“Sanatio”) for $750,000. This sale was made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and Regulation D promulgated thereunder as not involving a public offering of securities. As a result of the sale, Sanatio owns 40% of Clyra’s issued and outstanding shares, BioLargo owns 54%, and the remainder is owned by management. As set forth in Clyra’s Amended and Restated Articles of Incorporation, Preferred Shares accrue an annual dividend of 8% for a period of five years. Although the dividends begin to accrue immediately, Clyra has no obligation to declare a dividend until a product of the company has received a premarket approval by the United States Federal Drug Administration (“FDA”), or for which a premarket notification pursuant to form 510(k) has been submitted and for which the FDA has given written clearance to market the product in the United States (either, “FDA Approval”). After FDA Approval, annually on December 20, and unless prohibited by California law governing distributions to shareholders, Clyra is required to declare and pay any accruing dividends to holders of Preferred Shares then accrued but unpaid. Holders of Preferred Shares are entitled to preferential payments in the event of a liquidation, dissolution or winding up of the company, in an amount equal to any accrued and unpaid dividends. After such preference, any remaining assets are distributed pro-rata between holders of Clyra common stock and Preferred Shares as if the Preferred Shares had converted to Clyra common stock. Holders of Preferred Shares may convert the shares to Clyra common stock initially on a one-to-one basis. The conversion formula is subject to change in the event Clyra sells stock at a lower price than the price paid by Sanatio. In addition to the foregoing, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to the company. Mr. Strommen is a founder and leader of PD Instore (www.pdinstore.com), works with some of the world’s leading retailers, and has overseen many national ground-breaking marketing rollouts and initiatives. Mr. Strommen will be assisting the company in its sales and marketing activities once it has FDA Approval on a product, at which point the agreement provides that Mr. Strommen is to receive $23,437.50 per month for a period of four years. For the year ended December 31, 2015, Clyra generated no revenues and Clyra’s operations resulted in a net loss of $115,859 on a consolidated basis. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 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. 2015 Unit Offering During the three-month period ending March 31, 2016, we received $195,000 and issued unsecured convertible promissory notes to five investors pursuant to our 2015 Unit Offering (see Note 5). The notes mature June 1, 2018, accrue interest at a rate of 12% per annum, and are convertible at the Unit price of $0.35. Each investor, for no additional consideration, received a Series A stock purchase warrant. (See Note 7.) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency The Company has designated the functional currency of Biolargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, transaction gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less or money market funds from substantial financial institutions to be cash equivalents. We place substantially all of our cash and cash equivalents with one financial institution. As of December 31, 2015, our cash deposits were greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner. From time to time during the year we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the institution, however, we do not anticipate non-performance. |
Receivables, Policy [Policy Text Block] | 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 was $3,818 at December 31, 2014 and $0 at December 31, 2015. |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. Inventories consisted of: |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Other Assets Other Assets consists of payments made to purchase patents related to our efforts in commercializing the ISAN system. For each of the years ended December 31, 2014 and 2015 we recorded amortization expense totaling $10,920. 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 years ended December 31, 2014 and 2015, management determined that there was no impairment of its long-lived assets. |
Earnings Per Share, Policy [Policy Text Block] | 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 years ended December 31, 2014 and 2015, 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, Policy [Policy Text Block] | 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, allowance for accounts receivable, asset depreciation and amortization, and taxes, 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, Option and Incentive Plans Policy [Policy Text Block] | Share-based Payments All share-based payments to employees, including grants of employee stock options, are recognized in the consolidated financial statements based on their fair values. For stock issued to consultants and other non-employees for services, we record the expense based on the fair market value of the securities as of the date of the stock issuance. The issuance of stock warrants or options to non-employees are valued at the time of issuance utilizing the Black Scholes calculation and the amount is charged to expense. During the years ended December 31, 2014 and 2015, we recorded an aggregate $871,788 and $1,831,313 in selling general and administrative expense related to options issued as part of our 2007 Equity Incentive Plan and outside of our 2007 Equity Incentive Plan (see Note 8). During the years ended December 31, 2014 and 2015, we issued an aggregate 664,411 and 738,837 shares of our common stock to our officers in lieu of accrued and unpaid compensation and unreimbursed expenses totaling $294,798 and $309,975, respectively. During the years ended December 31, 2014 and 2015, we issued an aggregate 590,476 and 631,643 shares of our common stock to third party vendors in lieu of accrued and unpaid obligations totaling $380,231 and $360,364, respectively. During December 2015, we issued an aggregated 258,236 shares of our common stock to 2015 Unit Offering holders in lieu of $64,559 note payable principal balance. On March 28, 2014, we issued an aggregate 1,360,000 shares of our common stock to note payable holders in lieu of $584,800 note payable principal balance and related accrued interest. (See Note 5). |
Non-Cash Transactions [Policy Text Block] | 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenues are recognized as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured. We also may generate revenues from royalties and license fees from our intellectual property. Licensees typically 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. License fees are recognized over the estimated period of future benefit to the average licensee. |
Income Tax, Policy [Policy Text Block] | 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Management believes the carrying amounts of the Company's financial instruments as of December 31, 2014 and 2015 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, convertible notes, and other assets and liabilities. |
Government Grants [Policy Text Block] | Government Grants We have been awarded 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 government 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 eleven grants in the aggregate amount of approximately $778,000. Some of the funds from these grants are given directly to third parties (such as the University of Alberta) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support much of the research budget, but not all of the related 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 provide for (i) recurring monthly amounts and (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 and the development of our AOS filter. 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of the pending adoption of the ASU on its consolidated financial statements. In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02), Consolidation (Topic 810). ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas: (1) Limited partnerships and similar legal entities. (2) Evaluating fees paid to a decision maker or a service provider as a variable interest. (3) The effect of fee arrangements on the primary beneficiary determination. (4) The effect of related parties on the primary beneficiary determination. (5) Certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The adoption of ASU 2015-02 is not expected to have any impact on the Company’s financial statement presentation or disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 creates a new, principle-based revenue recognition framework that will affect all revenue-generating activities. In addition to superseding and replacing nearly all existing revenue recognition guidance under U.S. GAAP, including industry-specific guidance, the new standard: ● changes the basis for deciding when revenue is recognized over time or at a point in time; ● provides new guidance on specific aspects of revenue recognition; and ● expands and improves disclosures about revenue. Entities are required to apply the standard for annual periods beginning after December 15, 2018, and for interim periods therein. The standard permits the use of either the retrospective method, where prior period results are reflected on a comparable basis, or cumulative effect method. Management is currently evaluating the effect of this pronouncement on its financial reporting. |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2014 December 31, 2015 Raw materials $ 18,816 $ 12,162 Finished goods 6,698 25,273 $ 25,514 $ 37,435 |
Note 7 - Warrants (Tables)
Note 7 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Shares Price Range Outstanding as of December 31, 2013 10,618,771 $0.125 – 1.00 Issued 5,185,001 0.30 – 0.50 Exercised (674,288 ) 0.50 – 1.00 Expired (6,291,362 ) 0.50 – 1.00 Outstanding as of December 31, 2014 8,838,122 $0.125 – 1.00 Issued 12,693,395 0.30 – 0.45 Exercised — 0.30 – 0.50 Expired (7,752,079 ) 0.25 – 0.75 Outstanding as of December 31, 2015 13,779,438 $0.125 – 1.00 |
Schedule of Assumptions Used to Determine Fair Value of Warrants [Table Text Block] | 2014 2015 Risk free interest rate 0.09 – 1.55% .97 – 1.60% Expected volatility 184 – 349% 255 – 332% Expected dividend yield — — Forfeiture rate — — Expected life in years 1 – 5 3 – 5 |
Note 9 - Stock-based Compensa24
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2014 2015 Non Plan 2007 Plan Non Plan 2007 Plan Risk free interest rate 2.25 – 2.76% 2.63 % 1.83 – 2.33% 1.60 – 2.38% Expected volatility 837 – 935% 927 % 794 – 821% 322 – 807% Expected dividend yield — — — — Forfeiture rate — — — — Expected life in years 7 7 7 3 - 7 |
The 2007 Equity Incentive Plan [Member] | |
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Tables) [Line Items] | |
Schedule of Share Based Compensation Stock Options Plans Activity [Table Text Block] | Date Term Option Shares Exercise price Stock price on grant date Fair Value Expense June 24, 2015 (1) 10 40,000 $ 0.38 $ 0.38 $ 15,200 $ 15,200 April 20, 2015 (2) 10 700,000 0.40 0.34 238,000 59,460 September 30, 2015 (3) 10 300,000 0.57 0.57 171,000 68,400 Totals 1,040,000 $ 424,200 $ 143,060 Date Term Option Shares Exercise Price Stock Price on grant date Fair Value Expense June 23, 2014 (1) 10 40,000 $ 0.63 $ 0.63 $ 25,200 $ 25,200 June 23, 2014 (2) 10 300,000 0.63 0.63 189,000 141,000 $ 340,000 $ 214,250 $ 166,200 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Options Shares Price per Outstanding Available Price per share share Balances as of December 31, 2013 8,561,086 3,438,914 $0.25 – $1.89 $ 0.44 Granted 40,000 (40,000 ) $0.28 0.28 Exercised — — — — Expired — — $— $ — Balances as of December 31, 2014 8,601,086 3,398,914 $0.25 – $1.89 $ 0.44 Granted 1,040,000 (1,040,000 ) $0.38 – $0.57 0.45 Exercised — — — — Reclassification 600,000 (600,000 ) 0.30 – 0.63 0.33 Expired — — — — Balances as of December 31, 2015 10,241,086 1,758,914 $0.25 – $1.89 $ 0.44 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted Currently Exercisable Average Weighted Options Remaining Average Number Weighted Outstanding Contractual Exercise Of Shares Average at December 31, 2015 Exercise Price Life Price December 31, 2015 Exercise Price 525,000 $0.40 - 1.89 2 $ 1.06 525,000 1.06 892,135 0.28 - 0.99 3 0.51 892,135 0.51 1,010,000 0.31 - 0.70 4 0.56 1,010,000 0.56 3,429,450 0.22 - 0.57 5 0.33 3,429,450 0.33 1,989,340 0.34 - 0.51 6 0.37 1,989,340 0.37 715,161 0.28 - 0.40 7 0.36 715,161 0.36 640,000 0.30 – 0.65 8 0.48 640,000 0.48 740,000 0.38 – 0.40 9 0.40 233,333 0.40 300,000 0.57 10 0.57 165,000 0.57 10,241,086 $0.22 – 1.89 4 $ 0.44 9,599,419 $ 0.44 |
Outside of 2007 Plan [Member] | |
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Tables) [Line Items] | |
Schedule of Share Based Compensation Stock Options Plans Activity [Table Text Block] | Date Term Option S hares Exercise Price Stock Price on grant date Fair Value Expense December 31, 2015 (1) 10 124,000 $ 0.50 $ 0.50 $ 62,000 $ 62,000 December 31, 2015 (2) 10 58,500 0.50 0.50 29,250 29,250 September 22, 2015 (3) 10 103,846 0.65 0.65 67,500 67,500 September 22, 2015 (4) 10 125,770 0.65 0.65 81,750 81,750 September 22, 2015 (5) 10 200,000 0.35 0.65 130,000 110,500 June 29, 2015 (6) 10 218,143 0.35 0.35 76,350 76,350 June 29, 2015 (7) 10 192,857 0.35 0.35 67,500 67,500 April 20, 2015 (8) 10 75,000 0.34 0.34 25,500 25,500 April 19, 2015 (9) 10 200,000 0.37 0.34 74,000 74,000 March 31, 2015 (10) 10 387,676 0.36 0.36 139,563 139,563 March 30, 2015 (11) 10 190,142 0.36 0.36 68,451 68,451 February 5, 2015 (12) 10 200,000 0.33 0.33 66,000 66,000 2014 and prior (13) __ __ 74,145 Total 2015 2,075,934 $ 952,509 Date Term Option Shares Exercise price Stock price on grant date Fair Value Expense December 26, 2014 (1) 10 192,857 $ 0.35 $ 0.35 $ 67,500 $ 67,500 December 26, 2014 (2) 10 250,715 0.35 0.35 87,750 87,750 September 29, 2014 (3) 10 143,617 0.47 0.47 67,500 67,500 September 29, 2014 (4) 10 193,511 0.47 0.47 90,950 90,950 June 24, 2014 (5) 10 103,847 0.65 0.65 67,501 67,501 June 24, 2014 (6) 10 148,848 0.65 0.65 96,750 96,750 March 31, 2014 (7) 10 156,888 0.43 0.43 67,461 67,461 March 31, 2014 (8) 10 78,488 0.43 0.43 33,750 33,750 February 20, 2014 (9) 10 40,000 0.35 0.35 14,000 14,000 2013 and prior (10) __ __ 40,160 Total 633,332 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Options Price per Outstanding Exercise Price share Balances as of December 31, 2013 16,398,395 $0.18 – $1.00 $ 0.39 Granted 1,608,771 $0.25 – 0.30 $ 0.50 Exercised (41,875 ) — — Expired — — — Balances as of December 31, 2014 17,965,294 $0.18 – $1.00 $ 0.40 Granted 2,075,931 $0.25 – 0.65 $ 0.40 Exercised — 0.33 – 0.65 0.40 Reclassification (600,000 ) 0.30 – 0.63 0.33 Expired (46,250 ) 0.30 0.30 Balances as of December 31, 2015 19,394,975 $0.18 – $1.00 $ 0.40 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted Currently Exercisable Average Weighted Number of Options Remaining Average Shares at Weighted Outstanding at Contractual Exercise December 31, Average December 31, 2015 Exercise Price Life Price 2015 Exercise Price 7,733,259 $0.18 1 $ 0.18 7,733,259 $ 0.18 2,400,000 0.99 1 0.99 2,400,000 0.99 691,975 0.55 3 0.55 691,975 0.55 800,000 1.00 6 1.00 483,333 1.00 168,750 0.40 7 0.40 168,750 0.40 1,456,110 0.30 7 0.30 1,456,110 0.30 3,288,246 0.25 – 0.65 8 0.28 3,288,246 0.28 1,833,518 0.33 – 0.47 9 0.40 1,833,518 0.40 1,023,112 0.35 – 0.65 10 0.40 1,013,112 0.40 19,394,972 $0.18 – 1.00 8 $ 0.40 19,068,303 $ 0.40 |
Note 10 - Accounts Payable an25
Note 10 - Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, December 31 , 2014 2015 Accounts payable $ 219,182 $ 63,578 Payable in dispute 106,000 106,000 Uncertain tax liability 137,500 142,461 Accrued interest 32,256 12,944 Total Accounts Payable and Accrued Expenses $ 494,938 $ 324,983 |
Note 1 - Business and Organiz26
Note 1 - Business and Organization (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Note 1 - Business and Organization (Details) [Line Items] | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (5,077,030) | $ (3,739,567) | |
Working Capital | 1,431,164 | ||
Assets, Current | 1,891,147 | 230,591 | |
Retained Earnings (Accumulated Deficit) | (84,075,695) | (79,019,719) | |
Cash and Cash Equivalents, at Carrying Value | 1,763,114 | 154,460 | $ 92,437 |
Revenues | 127,582 | ||
Long-term Debt, Gross | 3,245,972 | ||
Accounts Payable and Accrued Liabilities, Current | 324,983 | 494,938 | |
Proceeds from Issuance of Private Placement Net | $ 2,804,713 | ||
Number of Subsidiaries | 4 | ||
Number of Patent Protected Platform Technologies | 3 | ||
Stock in Subsidiary [Member] | |||
Note 1 - Business and Organization (Details) [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 750,000 | $ 245,000 |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies (Details) | Mar. 28, 2014USD ($)shares | Mar. 26, 2014shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | $ 0 | $ 3,818 | ||
Amortization of Intangible Assets | 10,920 | 10,920 | ||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,360,000 | |||
Accrued and Unpaid Salary and Unreimbursed Expenses [Member] | Officers [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 738,837 | 664,411 | ||
Stock Issued During Period, Value, Issued for Services | $ 309,975 | $ 294,798 | ||
Accrued and Unpaid Salary and Unreimbursed Expenses [Member] | Third-Party Vendors [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 631,643 | 590,476 | ||
Stock Issued During Period, Value, Issued for Services | $ 360,364 | $ 380,231 | ||
Note Payable Principal Balance [Member] | Note Payable Holders [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 258,236 | |||
Debt Conversion, Original Debt, Amount | $ 64,559 | |||
Note Payable Principal Balance and Related Accrued Interest [Member] | Note Payable Holders [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,360,000 | |||
Debt Conversion, Original Debt, Amount | $ 584,800 | |||
Canadian Government Grants [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Number of Grants Received | 11 | |||
Grants Receivable | $ 778,000 | |||
Part of 2007 Equity Incentive Plan and Options Issued Outside of 2007 Equity Incentive Plan [Member] | Selling, General and Administrative Expenses [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1,831,313 | $ 871,788 | ||
Minimum [Member] | Canadian Government Grants [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Grant Term | 6 years | |||
Maximum [Member] | Canadian Government Grants [Member] | ||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Grant Term | 18 months |
Note 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies (Details) - Inventories - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventories [Abstract] | ||
Raw materials | $ 12,162 | $ 18,816 |
Finished goods | 25,273 | 6,698 |
$ 37,435 | $ 25,514 |
Note 3 - Deposits (Details)
Note 3 - Deposits (Details) - USD ($) | Feb. 28, 2014 | Feb. 28, 2014 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 18, 2015 | Dec. 31, 2014 |
Note 3 - Deposits (Details) [Line Items] | ||||||
Customer Deposits, Current | $ 135,000 | $ 100,000 | ||||
Peter Holdings Ltd. [Member] | ||||||
Note 3 - Deposits (Details) [Line Items] | ||||||
Joint Venture, Royalties, Percentage | 50.00% | |||||
Potential Investor in 2015 Unit Offering [Member] | ||||||
Note 3 - Deposits (Details) [Line Items] | ||||||
Customer Deposits, Current | $ 35,000 | |||||
Licensing Agreements [Member] | Clarion Water [Member] | Isan System License Agreement [Member] | Peter Holdings Ltd. [Member] | ||||||
Note 3 - Deposits (Details) [Line Items] | ||||||
Customer Deposits, Current | $ 100,000 | $ 100,000 | ||||
License Agreement Term | 10 years | |||||
Royalty as Percentage of Sales | 10.00% | |||||
Royalty as Percentage of Sublicensing Fees | 40.00% | |||||
Licensing Agreements [Member] | Clarion Water [Member] | Isan System License Agreement [Member] | Beginning July 1, 2016 [Member] | Peter Holdings Ltd. [Member] | ||||||
Note 3 - Deposits (Details) [Line Items] | ||||||
Quarterly Payments from Licensee | $ 50,000 |
Note 4 - Equity Offerings (Deta
Note 4 - Equity Offerings (Details) | Feb. 01, 2014USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 25, 2014$ / shares |
Note 4 - Equity Offerings (Details) [Line Items] | |||||
Number of Accredited Investors, Offering | 10 | 10 | |||
Proceeds from Issuance of Private Placement (in Dollars) | $ | $ 245,000 | ||||
Proceeds from Issuance of Private Placement Net (in Dollars) | $ | $ 2,804,713 | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Summer 2014 Offering [Member] | |||||
Note 4 - Equity Offerings (Details) [Line Items] | |||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | ||
Stock Issued During Period, Shares, New Issues | 717,500 | ||||
Proceeds from Issuance of Private Placement (in Dollars) | $ | $ 287,000 | ||||
Proceeds from Issuance of Private Placement Net (in Dollars) | $ | 267,000 | ||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 20,000 | ||||
Stock Issuance Cost Paid In Shares, Shares | 10,764 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.40 | $ 0.40 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | ||||
Clyra Spring 2014 Private Securities Offering [Member] | |||||
Note 4 - Equity Offerings (Details) [Line Items] | |||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 1,000 | ||||
Stock Issued During Period, Shares, New Issues | 245 | ||||
Number of Accredited Investors, Offering | 5 | ||||
Proceeds from Issuance of Private Placement (in Dollars) | $ | $ 245,000 | ||||
Common Stock, Shares Authorized | 1,000 | ||||
Common Stock [Member] | |||||
Note 4 - Equity Offerings (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 258,236 | ||||
Common Stock [Member] | Clyra Spring 2014 Private Securities Offering [Member] | |||||
Note 4 - Equity Offerings (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1,833.33 | ||||
Warrant, Number of Parent Shares Received for One Share of Subsidiary | 4,000 | 4,000 | 4,000 |
Note 5 - Notes and Convertibl31
Note 5 - Notes and Convertible Notes Payable (Details) | Mar. 26, 2014USD ($)$ / shares | Nov. 19, 2013USD ($) | Jan. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares |
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Long-term Debt, Gross | $ 3,245,972 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Interest Expense, Debt | $ 65,000 | $ 994,671 | $ 348,153 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | |||||
Proceeds from Lines of Credit | $ 50,000 | |||||
Line of Credit Facility, Interest Rate at Period End | 24.00% | |||||
2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Maximum Discount on Securities Offering | 30.00% | |||||
Over-Allotment Percentage | 20.00% | |||||
Maximum Over-Allotment Amount | $ 1,000,000 | |||||
Unit Offering Maximum Value | 6,000,000 | |||||
Minimum Proceeds Required for Stock Registration | $ 3,000,000 | |||||
Proceeds from Issuance of Debt | $ 2,671,713 | |||||
Series A Warrant [Member] | 2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Warrant, Convertible Conversion Ratio | 1 | |||||
Class of Warrant or Right, Call Provision, Stock Price Threshold, Consecutive Business Days | 10 days | |||||
December 2014 Warrants [Member] | 2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | |||
Proceeds from Issuance of Debt | $ 200,000 | |||||
Debt Instrument, Face Amount | $ 133,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.30 | $ 0.30 | $ 0.30 | |||
Debt Instrument, Term | 3 years | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 350,000 | 350,000 | ||||
$ 200,000 | $ 200,000 | |||||
Warrant Term | 3 years | |||||
Unsecured Convertible Promissory Note [Member] | 2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 10 years | |||||
Debt Instrument, Convertible, Unit Price 1 [Member] | 2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,535,000 | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | |||||
Debt Instrument, Convertible, Units Price 2 [Member] | 2015 Unit Offering [Member] | ||||||
Note 5 - Notes and Convertible Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,136,713 | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.35 |
Note 6 - Conversion of Notes 32
Note 6 - Conversion of Notes Payable (Details) - USD ($) | Mar. 26, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 |
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,360,000 | |||
Debt Instrument, Cancel Amount | $ 333,000 | |||
Debt Instrument Cancelled, Accrued Interest | $ 50,895 | |||
Common Stock, Cancelled (in Shares) | 530,000 | |||
Common Stock, Cancelled, Value | $ 212,017 | |||
Line of Credit Facility, Canceled | $ 50,000 | |||
Line of Credit, Cancelled, Accrued Interest | $ 8,530 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 584,800 | $ 584,800 | ||
Debt Conversion, Converted Instrument, Amount | 275,000 | |||
Interest Expense, Debt | $ 65,000 | 994,671 | $ 348,153 | |
Share Price (in Dollars per share) | $ 0.43 | |||
2015 Unit Offering [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 383,913 | |||
Note Payable Principal Balance [Member] | Note Payable Holders [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 258,236 | |||
Debt Conversion, Original Debt, Amount | $ 64,559 | |||
Interest Expense [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | $ 244,800 | |||
Series A Warrant Issued for Exchanged Equity [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 234,120 | |||
New Convertible Promissory Note in Exchange of Cancelled Note [Member] | 2015 Unit Offering [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | 383,895 | $ 58,530 | ||
New Convertible Promissory Note in Exchange of Cancelled Common Stock [Member] | 2015 Unit Offering [Member] | ||||
Note 6 - Conversion of Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 212,017 |
Note 7 - Warrants (Details)
Note 7 - Warrants (Details) - USD ($) | Jun. 25, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Feb. 01, 2014 |
2015 Unit Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 383,913 | ||||
Summer 2014 Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 717,500 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.75 | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.40 | $ 0.40 | |||
Warrant Subject To Call Provision Threshold Consecutive Trading Days | 20 days | ||||
Warrant Subject to Call provision, Threshold Price per Share (in Dollars per share) | $ 1.50 | ||||
2015 Unit Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 848,000 | ||||
Conversion of Stock, Amount Converted (in Dollars) | $ 105,000 | ||||
Clyra Spring 2014 Private Securities Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 1,000 | ||||
Common Stock [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,360,000 | ||||
Common Stock [Member] | Clyra Spring 2014 Private Securities Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1,833.33 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights per 4000 Shares (in Dollars per share) | $ 1,000 | ||||
Warrant, Number of Parent Shares Received for One Share of Subsidiary | 4,000 | 4,000 | |||
Debt Issued in Exchange of Letter of Credit [Member] | 2015 Unit Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 234,120 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.40 | ||||
(in Dollars) | $ 105,000 | ||||
Debt Instrument, Face Amount (in Dollars) | 58,530 | ||||
Debt Instrument, Unamortized Discount (in Dollars) | $ 58,530 | ||||
2015 Unit Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,597,123 | ||||
(in Dollars) | $ 3,319,906 | ||||
Class of Warrant or Right Cancelled During Period | 262,500 | ||||
The 2015 Unit Offering Exercise Price 1 [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,320,800 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.40 | ||||
The 2015 Unit Offering Exercise Price 2 [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,276,323 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.45 | ||||
Conversion of Notes Payable [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.30 | ||||
(in Dollars) | $ 133,000 | ||||
Warrant Issued in Exchange of Cancelled Note [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,535,652 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.40 | ||||
(in Dollars) | $ 383,913 | ||||
Series A Warrant Issued for Exchanged Equity [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 234,120 | ||||
Series A Warrant Issued for Exchanged Equity [Member] | 2015 Unit Offering [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.40 | ||||
(in Dollars) | $ 105,000 | ||||
Clyra Spring 2014 Private Securities Offering [Member] | Common Stock [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 980,000 | ||||
Clyra 2014 Warrants [Member] | |||||
Note 7 - Warrants (Details) [Line Items] | |||||
Number of Common Stock Tendered (in Dollars) | $ 410 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,640,000 |
Note 7 - Warrants (Details) - W
Note 7 - Warrants (Details) - Warrants Outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares (in Shares) | 8,838,122 | 10,618,771 |
Shares Issued (in Shares) | 12,693,395 | 5,185,001 |
Shares Exercised (in Shares) | (674,288) | |
Shares Expired (in Shares) | (7,752,079) | (6,291,362) |
Number of Shares (in Shares) | 13,779,438 | 8,838,122 |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price Range | $ 0.125 | $ 0.125 |
Issued Price Range | 0.30 | 0.30 |
Exercised Price Range | 0.30 | 0.50 |
Expired Price Range | 0.25 | 0.50 |
Price Range | 0.125 | 0.125 |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price Range | 1 | 1 |
Issued Price Range | 0.45 | 0.50 |
Exercised Price Range | 0.50 | 1 |
Expired Price Range | 0.75 | 1 |
Price Range | $ 1 | $ 1 |
Note 7 - Warrants (Details) - A
Note 7 - Warrants (Details) - Assumptions Used to Determine Fair Value of Warrants - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Note 7 - Warrants (Details) - Assumptions Used to Determine Fair Value of Warrants [Line Items] | ||
Risk free interest rate | 0.97% | 0.09% |
Expected volatility | 255.00% | 184.00% |
Expected life in years | 3 years | 1 year |
Maximum [Member] | ||
Note 7 - Warrants (Details) - Assumptions Used to Determine Fair Value of Warrants [Line Items] | ||
Risk free interest rate | 1.60% | 1.55% |
Expected volatility | 332.00% | 349.00% |
Expected life in years | 5 years | 5 years |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | ||
Preferred Stock, Shares Outstanding | 0 | 0 |
Note 9 - Stock-based Compensa37
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 29, 2015 | Jun. 24, 2015 | Apr. 20, 2015 | Mar. 30, 2015 | [5] | Feb. 05, 2015 | Dec. 26, 2014 | Sep. 29, 2014 | Jun. 24, 2014 | Mar. 31, 2014 | Feb. 20, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2015 | Jun. 23, 2014 | Mar. 26, 2014 | |||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 0.43 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,040,000 | 40,000 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.45 | $ 0.28 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares (in Shares) | 60,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vesting Per Month (in Shares) | 10,000 | ||||||||||||||||||||||||||||||
President of Biolargo Water Canada Subsidiary [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 150,000 | ||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 0.65 | ||||||||||||||||||||||||||||||
President of BioLargo Water Canada Subsidiary [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in Shares) | 140,000 | ||||||||||||||||||||||||||||||
Selling, General and Administrative Expenses [Member] | President of Biolargo Water Canada Subsidiary [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 97,500 | ||||||||||||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 0.00% | ||||||||||||||||||||||||||||||
Part of 2007 Equity Incentive Plan and Options Issued Outside of 2007 Equity Incentive Plan [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,831,313 | $ 871,788 | |||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 143,060 | $ 166,200 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,040,000 | 340,000 | |||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 40,000 | ||||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | [1] | $ 59,460 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | [1] | 700,000 | |||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Chief Technology Officer [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 68,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expiration Period, Extension | 5 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.575 | ||||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Consultants, Vendors and Employees [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 620,403 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,772,581 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expiration Period, Extension | 5 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Board of Directors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 45,000 | ||||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Vendors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 50,900 | ||||||||||||||||||||||||||||||
The 2007 Equity Incentive Plan [Member] | Consultant [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 45,000 | $ 45,000 | |||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 40,000 | 2,075,931 | 1,608,771 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.35 | $ 0.40 | $ 0.50 | ||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 200,000 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 14,000 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 300,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares) | 120,000 | 120,000 | 100,000 | ||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 192,857 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.35 | ||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 45,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 67,500 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Board of Directors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | 45,000 | 45,000 | $ 45,000 | $ 45,000 | |||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Board of Directors [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 22,500 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Vendors [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.35 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 87,750 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Vendors [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | 67,500 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Vendors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 250,715 | ||||||||||||||||||||||||||||||
Other Liabilities, Current | 54,500 | $ 58,500 | 64,500 | 22,500 | $ 91,750 | ||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Vendors [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | 29,250 | ||||||||||||||||||||||||||||||
Outside of the 2007 Plan [Member] | Employee Stock Option [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 24 months | ||||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 14,000 | [2] | $ 952,509 | $ 633,332 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 40,000 | [2] | 2,075,934 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | [2] | $ 0.35 | |||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 62,000 | [3] | $ 67,500 | [4] | $ 67,500 | [5] | $ 68,451 | $ 67,500 | [6] | $ 67,500 | [4] | $ 67,501 | [4] | $ 67,461 | [7] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 124,000 | [3] | 103,846 | [4] | 192,857 | [5] | 190,142 | 192,857 | [6] | 143,617 | [4] | 103,847 | [4] | 156,888 | [7] | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.50 | [3] | $ 0.65 | [4] | $ 0.35 | [5] | $ 0.36 | $ 0.35 | [6] | $ 0.47 | [4] | $ 0.65 | [4] | $ 0.43 | [7] | ||||||||||||||||
Outside of 2007 Plan [Member] | President of BioLargo Water Canada Subsidiary [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | [8] | $ 110,500 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | [8] | 200,000 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | [8] | $ 0.35 | |||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Board of Directors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 62,000 | $ 62,000 | |||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Vendors [Member] | Accrued and Unpaid Obligations [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Other Liabilities, Current | $ 19,500 | $ 19,500 | |||||||||||||||||||||||||||||
Vesting Monthly [Member] | Outside of the 2007 Plan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares) | 15,000 | 15,000 | 25,000 | ||||||||||||||||||||||||||||
[1] | We issued an option to purchase shares of our common stock to a consultant. The option vests ratably over twenty-four months. | ||||||||||||||||||||||||||||||
[2] | On February 20, 2014, we issued options to purchase 40,000 shares of our common stock at an exercise price of $0.35 per share, setto expire February 20, 2024, and to vest over the term of the agreement. The fair value of the Options totaled $14,000 of additionalselling, general and administrative expenses. | ||||||||||||||||||||||||||||||
[3] | We issued options to purchase shares of our common stock to our board of directors in lieu of $62,000 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. | ||||||||||||||||||||||||||||||
[4] | We issued options to purchase shares of our common stock to our board of directors in lieu of $45,000 in accrued and unpaid feespursuant to our Accounts Payable Conversion Plan. | ||||||||||||||||||||||||||||||
[5] | We issued options to purchase shares of our common stock to our members of our board of directors, in lieu of $45,000 in accruedand unpaid fees due for their services on the board pursuant to our Accounts Payable Conversion Plan. | ||||||||||||||||||||||||||||||
[6] | On December 26, 2014, we issued options to purchase 192,857 shares of our common stock at an exercise price of $0.35 per share toour board of directors in lieu of $45,000 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. The fair valueof the options totaled $67,500, resulting in $22,500 of additional selling, general and administrative expenses. | ||||||||||||||||||||||||||||||
[7] | We issued options to purchase shares of our common stock to our board of directors, in lieu of $45,000 in accrued and unpaid feespursuant to our Accounts Payable Conversion Plan. | ||||||||||||||||||||||||||||||
[8] | We issued options to purchase shares of our common stock to the president of our BioLargo Water Canada subsidiary. Of the totaloptions issued, 140,000 vest immediately and the remaining 60,000 options vest 10,000 per month, provided that our president hasnot been terminated prior to each vesting date. |
Note 9 - Stock-based Compensa38
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan - USD ($) | Sep. 30, 2015 | [3] | Jun. 24, 2015 | Apr. 20, 2015 | Jun. 23, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan [Line Items] | |||||||||||||
Option Shares (in Shares) | 1,040,000 | 40,000 | |||||||||||
Exercise Price (in Dollars per share) | $ 0.44 | $ 0.44 | $ 0.44 | ||||||||||
The 2007 Equity Incentive Plan [Member] | |||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan [Line Items] | |||||||||||||
Option Shares (in Shares) | 1,040,000 | 340,000 | |||||||||||
Fair value | $ 424,200 | $ 214,250 | |||||||||||
Expense | $ 143,060 | $ 166,200 | |||||||||||
The 2007 Equity Incentive Plan [Member] | Nonemployee Members of the Board [Member] | |||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan [Line Items] | |||||||||||||
Option Shares (in Shares) | [1] | 40,000 | 40,000 | ||||||||||
Exercise Price (in Dollars per share) | [1] | $ 0.38 | $ 0.63 | ||||||||||
Stock price on grant date (in Dollars per share) | [1] | $ 0.38 | $ 0.63 | ||||||||||
Fair value | [1] | $ 15,200 | $ 25,200 | ||||||||||
Expense | [1] | $ 15,200 | $ 25,200 | ||||||||||
The 2007 Equity Incentive Plan [Member] | Consultant [Member] | |||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan [Line Items] | |||||||||||||
Option Shares (in Shares) | [2] | 700,000 | |||||||||||
Exercise Price (in Dollars per share) | [2] | $ 0.40 | |||||||||||
Stock price on grant date (in Dollars per share) | [2] | $ 0.34 | |||||||||||
Fair value | [2] | $ 238,000 | |||||||||||
Expense | [2] | $ 59,460 | |||||||||||
The 2007 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | |||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to 2007 Equity Incentive Plan [Line Items] | |||||||||||||
Option Shares (in Shares) | 300,000 | 300,000 | [4] | ||||||||||
Exercise Price (in Dollars per share) | $ 0.57 | $ 0.63 | [4] | $ 0.57 | [3] | ||||||||
Stock price on grant date (in Dollars per share) | $ 0.57 | $ 0.63 | [4] | ||||||||||
Fair value | $ 171,000 | $ 189,000 | [4] | ||||||||||
Expense | $ 68,400 | $ 141,000 | [4] | ||||||||||
[1] | We recorded the issuance of options to purchase an aggregate 40,000 shares of our common stock to the non-employee members of our Board of Directors, pursuant to the terms of the 2007 Equity Plan which calls for an annual automatic issuance. | ||||||||||||
[2] | We issued an option to purchase shares of our common stock to a consultant. The option vests ratably over twenty-four months. | ||||||||||||
[3] | On September 30, 2015, our Charles K. Dargan, II agreed to extend his engagement agreement dated February 1, 2008 (the "Engagement Agreement", which had been previously extended multiple times), pursuant to which Mr. Dargan has been serving as our Chief Financial Officer. The Engagement Extension Agreement dated as of September 30, 2015 (the "Engagement Extension Agreement") provides for an additional term to expire September 30, 2016 (the "Extended Term"), and is retroactively effective to February 1, 2015. During the Extended Term, Mr. Dargan shall be compensated through the issuance of an option to purchase 300,000 shares of the Company's common stock that vest over the term of the engagement with 120,000 shares vested as of September 30, 2015, and the remaining shares to vest 15,000 monthly, provided that the Engagement Extension Agreement with Mr. Dargan has not been terminated prior to each vesting date. | ||||||||||||
[4] | BioLargo, Inc. (the "Company") and its 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 serving as the Company's Chief Financial Officer. The Engagement Extension Agreement dated as of June 23, 2014 (the "Engagement Extension Agreement") provides for an additional term to expire January 31, 2015 (the "Extended Term"), and is retroactively effective to February 1, 2014. During the Extended Term, Mr. Dargan shall be compensated through the issuance of an option to purchase shares of the Company's common stock which vest over the term of the engagement with 100,000 shares vested as of June 23, 2014, and the remaining shares vest 25,000 monthly through January 31, 2015. |
Note 9 - Stock-based Compensa39
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Balance (in Shares) | 8,601,086 | 8,561,086 | 8,601,086 | 8,561,086 |
Balance (in Shares) | 3,398,914 | 3,438,914 | 3,398,914 | 3,438,914 |
Balance | $ 0.44 | $ 0.44 | $ 0.44 | $ 0.44 |
Granted (in Shares) | 1,040,000 | 40,000 | ||
Granted (in Shares) | (1,040,000) | (40,000) | ||
Granted | $ 0.28 | |||
Granted | $ 0.45 | $ 0.28 | ||
Balance (in Shares) | 10,241,086 | 8,601,086 | ||
Balance (in Shares) | 1,758,914 | 3,398,914 | ||
Balance | $ 0.44 | $ 0.44 | ||
The 2007 Equity Incentive Plan [Member] | ||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Granted (in Shares) | 1,040,000 | 340,000 | ||
Granted (in Shares) | (1,040,000) | (340,000) | ||
Reclassification (in Shares) | 600,000 | |||
Reclassification (in Shares) | (600,000) | |||
Reclassification | $ 0.33 | |||
Balance (in Shares) | 10,241,086 | |||
Minimum [Member] | ||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Balance | $ 0.25 | $ 0.25 | $ 0.25 | 0.25 |
Granted | 0.38 | |||
Balance | 0.25 | 0.25 | ||
Minimum [Member] | The 2007 Equity Incentive Plan [Member] | ||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Reclassification | 0.30 | |||
Maximum [Member] | ||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Balance | $ 1.89 | $ 1.89 | 1.89 | 1.89 |
Granted | 0.57 | |||
Balance | 1.89 | $ 1.89 | ||
Maximum [Member] | The 2007 Equity Incentive Plan [Member] | ||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Activity [Line Items] | ||||
Reclassification | $ 0.63 |
Note 9 - Stock-based Compensa40
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Issued Under the 2007 Equity Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 10,241,086 | 8,601,086 | 8,561,086 |
The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 10,241,086 | ||
Exercise Price, Lower Limit | $ 0.22 | ||
Exercise Price, Upper Limit | 1.89 | ||
Weighted Average Exercise Price | $ 0.44 | ||
Weighted Average Remaining Contractual Life | 4 years | ||
Options, currently exercisable (in Shares) | 9,599,419 | ||
Weighted average exercise price, currently exercisable | $ 0.44 | ||
Exercise Price Range 1 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 525,000 | ||
Exercise Price, Lower Limit | $ 0.40 | ||
Exercise Price, Upper Limit | 1.89 | ||
Weighted Average Exercise Price | $ 1.06 | ||
Weighted Average Remaining Contractual Life | 2 years | ||
Options, currently exercisable (in Shares) | 525,000 | ||
Weighted average exercise price, currently exercisable | $ 1.06 | ||
Exercise Price Range 2 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 892,135 | ||
Exercise Price, Lower Limit | $ 0.28 | ||
Exercise Price, Upper Limit | 0.99 | ||
Weighted Average Exercise Price | $ 0.51 | ||
Weighted Average Remaining Contractual Life | 3 years | ||
Options, currently exercisable (in Shares) | 892,135 | ||
Weighted average exercise price, currently exercisable | $ 0.51 | ||
Exercise Price Range 3 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 1,010,000 | ||
Exercise Price, Lower Limit | $ 0.31 | ||
Exercise Price, Upper Limit | 0.70 | ||
Weighted Average Exercise Price | $ 0.56 | ||
Weighted Average Remaining Contractual Life | 4 years | ||
Options, currently exercisable (in Shares) | 1,010,000 | ||
Weighted average exercise price, currently exercisable | $ 0.56 | ||
Exercise Price Range 4 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 3,429,450 | ||
Exercise Price, Lower Limit | $ 0.22 | ||
Exercise Price, Upper Limit | 0.57 | ||
Weighted Average Exercise Price | $ 0.33 | ||
Weighted Average Remaining Contractual Life | 5 years | ||
Options, currently exercisable (in Shares) | 3,429,450 | ||
Weighted average exercise price, currently exercisable | $ 0.33 | ||
Exercise Price Range 5 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 1,989,340 | ||
Exercise Price, Lower Limit | $ 0.34 | ||
Exercise Price, Upper Limit | 0.51 | ||
Weighted Average Exercise Price | $ 0.37 | ||
Weighted Average Remaining Contractual Life | 6 years | ||
Options, currently exercisable (in Shares) | 1,989,340 | ||
Weighted average exercise price, currently exercisable | $ 0.37 | ||
Exercise Price Range 6 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 715,161 | ||
Exercise Price, Lower Limit | $ 0.28 | ||
Exercise Price, Upper Limit | 0.40 | ||
Weighted Average Exercise Price | $ 0.36 | ||
Weighted Average Remaining Contractual Life | 7 years | ||
Options, currently exercisable (in Shares) | 715,161 | ||
Weighted average exercise price, currently exercisable | $ 0.36 | ||
Exercise Price Range 7 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 640,000 | ||
Exercise Price, Lower Limit | $ 0.30 | ||
Exercise Price, Upper Limit | 0.65 | ||
Weighted Average Exercise Price | $ 0.48 | ||
Weighted Average Remaining Contractual Life | 8 years | ||
Options, currently exercisable (in Shares) | 640,000 | ||
Weighted average exercise price, currently exercisable | $ 0.48 | ||
Exercise Price Range 8 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 740,000 | ||
Exercise Price, Lower Limit | $ 0.38 | ||
Exercise Price, Upper Limit | 0.40 | ||
Weighted Average Exercise Price | $ 0.40 | ||
Weighted Average Remaining Contractual Life | 9 years | ||
Options, currently exercisable (in Shares) | 233,333 | ||
Weighted average exercise price, currently exercisable | $ 0.40 | ||
Exercise Price Range 9 [Member] | The 2007 Equity Incentive Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 300,000 | ||
Exercise Price, Lower Limit | $ 0.57 | ||
Weighted Average Exercise Price | $ 0.57 | ||
Weighted Average Remaining Contractual Life | 10 years | ||
Options, currently exercisable (in Shares) | 165,000 | ||
Weighted average exercise price, currently exercisable | $ 0.57 |
Note 9 - Stock-based Compensa41
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan - USD ($) | Dec. 31, 2015 | Sep. 22, 2015 | Jun. 29, 2015 | Apr. 20, 2015 | [16] | Apr. 19, 2015 | [17] | Mar. 31, 2015 | [10] | Mar. 30, 2015 | [4] | Feb. 05, 2015 | [18] | Dec. 26, 2014 | Sep. 29, 2014 | Jun. 24, 2014 | Mar. 31, 2014 | Feb. 20, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | 1,040,000 | 40,000 | ||||||||||||||||||||||||||||
Exercise Price (in Dollars per share) | $ 0.45 | $ 0.28 | ||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | 40,000 | [1] | 2,075,934 | |||||||||||||||||||||||||||
Exercise Price (in Dollars per share) | [1] | $ 0.35 | ||||||||||||||||||||||||||||
Stock Price on Grant Date (in Dollars per share) | [1] | $ 0.35 | ||||||||||||||||||||||||||||
Fair Value | [1] | $ 14,000 | ||||||||||||||||||||||||||||
Expense | $ 14,000 | [1] | $ 952,509 | $ 633,332 | ||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | 124,000 | [2] | 103,846 | [3] | 192,857 | [4] | 190,142 | 192,857 | [5] | 143,617 | [3] | 103,847 | [3] | 156,888 | [6] | |||||||||||||||
Exercise Price (in Dollars per share) | $ 0.50 | [2] | $ 0.65 | [3] | $ 0.35 | [4] | $ 0.36 | $ 0.35 | [5] | $ 0.47 | [3] | $ 0.65 | [3] | $ 0.43 | [6] | |||||||||||||||
Stock Price on Grant Date (in Dollars per share) | $ 0.50 | [2] | $ 0.65 | [3] | $ 0.35 | [4] | $ 0.36 | $ 0.35 | [5] | $ 0.47 | [3] | $ 0.65 | [3] | $ 0.43 | [6] | |||||||||||||||
Fair Value | $ 62,000 | [2] | $ 67,500 | [3] | $ 67,500 | [4] | $ 68,451 | $ 67,500 | [5] | $ 67,500 | [3] | $ 67,501 | [3] | $ 67,461 | [6] | |||||||||||||||
Expense | $ 62,000 | [2] | $ 67,500 | [3] | $ 67,500 | [4] | $ 68,451 | $ 67,500 | [5] | $ 67,500 | [3] | $ 67,501 | [3] | $ 67,461 | [6] | |||||||||||||||
Outside of 2007 Plan [Member] | Vendors [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | 58,500 | [7] | 125,770 | [8] | 218,143 | [9] | 387,676 | 250,715 | [11] | 193,511 | [12] | 148,848 | [13] | 78,488 | [14] | |||||||||||||||
Exercise Price (in Dollars per share) | $ 0.50 | [7] | $ 0.65 | [8] | $ 0.35 | [9] | $ 0.36 | $ 0.35 | [11] | $ 0.47 | [12] | $ 0.65 | [13] | $ 0.43 | [14] | |||||||||||||||
Stock Price on Grant Date (in Dollars per share) | $ 0.50 | [7] | $ 0.65 | [8] | $ 0.35 | [9] | $ 0.36 | $ 0.35 | [11] | $ 0.47 | [12] | $ 0.65 | [13] | $ 0.43 | [14] | |||||||||||||||
Fair Value | $ 29,250 | [7] | $ 81,750 | [8] | $ 76,350 | [9] | $ 139,563 | $ 87,750 | [11] | $ 90,950 | [12] | $ 96,750 | [13] | $ 33,750 | [14] | |||||||||||||||
Expense | $ 29,250 | [7] | $ 81,750 | [8] | $ 76,350 | [9] | $ 139,563 | $ 87,750 | [11] | $ 90,950 | [12] | $ 96,750 | [13] | $ 33,750 | [14] | |||||||||||||||
Outside of 2007 Plan [Member] | President of BioLargo Water Canada Subsidiary [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | [15] | 200,000 | ||||||||||||||||||||||||||||
Exercise Price (in Dollars per share) | [15] | $ 0.35 | ||||||||||||||||||||||||||||
Stock Price on Grant Date (in Dollars per share) | [15] | $ 0.65 | ||||||||||||||||||||||||||||
Fair Value | [15] | $ 130,000 | ||||||||||||||||||||||||||||
Expense | [15] | $ 110,500 | ||||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Consultants [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | 75,000 | 200,000 | 200,000 | |||||||||||||||||||||||||||
Exercise Price (in Dollars per share) | $ 0.34 | $ 0.37 | $ 0.33 | |||||||||||||||||||||||||||
Stock Price on Grant Date (in Dollars per share) | $ 0.34 | $ 0.34 | $ 0.33 | |||||||||||||||||||||||||||
Fair Value | $ 25,500 | $ 74,000 | $ 66,000 | |||||||||||||||||||||||||||
Expense | $ 25,500 | $ 74,000 | $ 66,000 | |||||||||||||||||||||||||||
Outside of 2007 Plan [Member] | Vesting of Stock Options Issued in Prior Periods [Member] | ||||||||||||||||||||||||||||||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Pursuant to Outside of the 2007 Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||||||
Option Shares (in Shares) | [19] | |||||||||||||||||||||||||||||
Fair Value | [19] | |||||||||||||||||||||||||||||
Expense | [19] | $ 74,145 | $ 40,160 | |||||||||||||||||||||||||||
[1] | On February 20, 2014, we issued options to purchase 40,000 shares of our common stock at an exercise price of $0.35 per share, setto expire February 20, 2024, and to vest over the term of the agreement. The fair value of the Options totaled $14,000 of additionalselling, general and administrative expenses. | |||||||||||||||||||||||||||||
[2] | We issued options to purchase shares of our common stock to our board of directors in lieu of $62,000 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[3] | We issued options to purchase shares of our common stock to our board of directors in lieu of $45,000 in accrued and unpaid feespursuant to our Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[4] | We issued options to purchase shares of our common stock to our members of our board of directors, in lieu of $45,000 in accruedand unpaid fees due for their services on the board pursuant to our Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[5] | On December 26, 2014, we issued options to purchase 192,857 shares of our common stock at an exercise price of $0.35 per share toour board of directors in lieu of $45,000 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. The fair valueof the options totaled $67,500, resulting in $22,500 of additional selling, general and administrative expenses. | |||||||||||||||||||||||||||||
[6] | We issued options to purchase shares of our common stock to our board of directors, in lieu of $45,000 in accrued and unpaid feespursuant to our Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[7] | We issued options to purchase shares of our common stock to our vendors in lieu of $19,500 in accrued and unpaid fees pursuant toour Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[8] | We issued options to purchase shares of our common stock to vendors in lieu of $54,500 in accrued and unpaid fees pursuant to ourAccounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[9] | We issued options to purchase shares of our common stock to vendors, in lieu of $50,900 in accrued and unpaid fees pursuant to ourAccounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[10] | We issued options to purchase shares of our common stock to two vendors, in lieu of $91,750 in accrued and unpaid fees pursuant toour Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[11] | On December 26, 2014, we issued options to purchase 250,715 shares of our common stock at an exercise price of $0.35 per share tovendors in lieu of $58,500 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. The fair value of theoptions totaled $87,750, resulting in $29,250 of additional selling, general and administrative expenses. | |||||||||||||||||||||||||||||
[12] | We issued options to purchase shares of our common stock to vendors in lieu of $67,500 in accrued and unpaid fees pursuant to ourAccounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[13] | We issued options to purchase shares of our common stock to vendors in lieu of $64,500 in accrued and unpaid fees pursuant to ourAccounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[14] | We issued options to purchase shares of our common stock to a vendor, in lieu of $22,500 in accrued and unpaid fees pursuant to our Accounts Payable Conversion Plan. | |||||||||||||||||||||||||||||
[15] | We issued options to purchase shares of our common stock to the president of our BioLargo Water Canada subsidiary. Of the totaloptions issued, 140,000 vest immediately and the remaining 60,000 options vest 10,000 per month, provided that our president hasnot been terminated prior to each vesting date. | |||||||||||||||||||||||||||||
[16] | We issued an option to purchase shares of our common stock to a consultant for services provided. | |||||||||||||||||||||||||||||
[17] | We issued an option to purchase shares of our common stock to two consultants for services provided. | |||||||||||||||||||||||||||||
[18] | We issued an option to purchase 200,000 shares of our common stock to a consultant for services provided. | |||||||||||||||||||||||||||||
[19] | Expense recorded for the vesting of stock options issued in prior periods. |
Note 9 - Stock-based Compensa42
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan - $ / shares | Feb. 20, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance (in Shares) | 8,601,086 | 8,561,086 | |
Balance | $ 0.44 | $ 0.44 | |
Granted (in Shares) | 1,040,000 | 40,000 | |
Granted | $ 0.28 | ||
Granted | $ 0.45 | $ 0.28 | |
Balance (in Shares) | 10,241,086 | 8,601,086 | |
Balance | $ 0.44 | $ 0.44 | |
Outside of the 2007 Plan [Member] | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance (in Shares) | 17,965,294 | 16,398,395 | |
Balance | $ 0.40 | $ 0.39 | |
Granted (in Shares) | 40,000 | 2,075,931 | 1,608,771 |
Granted | $ 0.35 | $ 0.40 | $ 0.50 |
Exercised (in Shares) | (41,875) | ||
Exercised | $ 0.40 | ||
Reclassification (in Shares) | (600,000) | ||
Reclassification | $ 0.33 | ||
Expired (in Shares) | (46,250) | ||
Expired | $ 0.30 | ||
Expired | $ 0.30 | ||
Balance (in Shares) | 19,394,975 | 17,965,294 | |
Balance | $ 0.40 | $ 0.40 | |
Minimum [Member] | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance | 0.25 | 0.25 | |
Granted | 0.38 | ||
Balance | 0.25 | 0.25 | |
Minimum [Member] | Outside of the 2007 Plan [Member] | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance | 0.18 | 0.18 | |
Granted | 0.25 | 0.25 | |
Exercised | 0.33 | ||
Reclassification | 0.30 | ||
Balance | 0.18 | 0.18 | |
Maximum [Member] | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance | 1.89 | 1.89 | |
Granted | 0.57 | ||
Balance | 1.89 | 1.89 | |
Maximum [Member] | Outside of the 2007 Plan [Member] | |||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Options Issued Outside of 2007 Plan [Line Items] | |||
Balance | 1 | 1 | |
Granted | 0.65 | 0.30 | |
Exercised | 0.65 | ||
Reclassification | 0.63 | ||
Balance | $ 1 | $ 1 |
Note 9 - Stock-based Compensa43
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options Issued Outside of the 2007 Equity Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 10,241,086 | 8,601,086 | 8,561,086 |
Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 19,394,975 | 17,965,294 | 16,398,395 |
Exercise Price, Lower Limit | $ 0.18 | ||
Weighted Average Exercise Price | 0.40 | ||
Exercise Price, Upper Limit | $ 1 | ||
Weighted Average Remaining Contractual Life | 8 years | ||
Number of Shares, Exercisable (in Shares) | 19,068,303 | ||
Weighte Average Exercise Price, Exercisable | $ 0.40 | ||
Exercise Price Range 1 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 7,733,259 | ||
Weighted Average Exercise Price | $ 0.18 | ||
Weighted Average Remaining Contractual Life | 1 year | ||
Number of Shares, Exercisable (in Shares) | 7,733,259 | ||
Weighte Average Exercise Price, Exercisable | $ 0.18 | ||
Exercise Price Range 2 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 2,400,000 | ||
Weighted Average Exercise Price | $ 0.99 | ||
Weighted Average Remaining Contractual Life | 1 year | ||
Number of Shares, Exercisable (in Shares) | 2,400,000 | ||
Weighte Average Exercise Price, Exercisable | $ 0.99 | ||
Exercise Price Range 3 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 691,975 | ||
Weighted Average Exercise Price | $ 0.55 | ||
Weighted Average Remaining Contractual Life | 3 years | ||
Number of Shares, Exercisable (in Shares) | 691,975 | ||
Weighte Average Exercise Price, Exercisable | $ 0.55 | ||
Exercise Price Range 4 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 800,000 | ||
Weighted Average Exercise Price | $ 1 | ||
Weighted Average Remaining Contractual Life | 6 years | ||
Number of Shares, Exercisable (in Shares) | 483,333 | ||
Weighte Average Exercise Price, Exercisable | $ 1 | ||
Exercise Price Range 5 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 168,750 | ||
Weighted Average Exercise Price | $ 0.40 | ||
Weighted Average Remaining Contractual Life | 7 years | ||
Number of Shares, Exercisable (in Shares) | 168,750 | ||
Weighte Average Exercise Price, Exercisable | $ 0.40 | ||
Exercise Price Range 6 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 1,456,110 | ||
Weighted Average Exercise Price | $ 0.30 | ||
Weighted Average Remaining Contractual Life | 7 years | ||
Number of Shares, Exercisable (in Shares) | 1,456,110 | ||
Weighte Average Exercise Price, Exercisable | $ 0.30 | ||
Exercise Price Range 7 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 3,288,246 | ||
Exercise Price, Lower Limit | $ 0.25 | ||
Weighted Average Exercise Price | 0.28 | ||
Exercise Price, Upper Limit | $ 0.65 | ||
Weighted Average Remaining Contractual Life | 8 years | ||
Number of Shares, Exercisable (in Shares) | 3,288,246 | ||
Weighte Average Exercise Price, Exercisable | $ 0.28 | ||
Exercise Price Range 8 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 1,833,518 | ||
Exercise Price, Lower Limit | $ 0.33 | ||
Weighted Average Exercise Price | 0.40 | ||
Exercise Price, Upper Limit | $ 0.47 | ||
Weighted Average Remaining Contractual Life | 9 years | ||
Number of Shares, Exercisable (in Shares) | 1,833,518 | ||
Weighte Average Exercise Price, Exercisable | $ 0.40 | ||
Exercise Price Range 9 [Member] | Outside of the 2007 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding (in Shares) | 1,023,112 | ||
Exercise Price, Lower Limit | $ 0.35 | ||
Weighted Average Exercise Price | 0.40 | ||
Exercise Price, Upper Limit | $ 0.65 | ||
Weighted Average Remaining Contractual Life | 10 years | ||
Number of Shares, Exercisable (in Shares) | 1,013,112 | ||
Weighte Average Exercise Price, Exercisable | $ 0.40 |
Note 9 - Stock-based Compensa44
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Non Plan [Member] | ||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions [Line Items] | ||
Risk free interest rate | 2.63% | |
Expected volatility | 927.00% | |
Expected life in years | 7 years | |
Minimum [Member] | Non Plan [Member] | ||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions [Line Items] | ||
Risk free interest rate | 1.83% | 2.25% |
Expected volatility | 794.00% | 837.00% |
Minimum [Member] | 2007 Plan [Member] | ||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions [Line Items] | ||
Risk free interest rate | 1.60% | |
Expected volatility | 322.00% | |
Expected life in years | 3 years | |
Maximum [Member] | Non Plan [Member] | ||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions [Line Items] | ||
Risk free interest rate | 2.33% | 2.76% |
Expected volatility | 821.00% | 935.00% |
Maximum [Member] | 2007 Plan [Member] | ||
Note 9 - Stock-based Compensation and Other Employee Benefit Plans (Details) - Stock Options, Valuation Assumptions [Line Items] | ||
Risk free interest rate | 2.38% | |
Expected volatility | 807.00% | |
Expected life in years | 7 years |
Note 10 - Accounts Payable an45
Note 10 - Accounts Payable and Accrued Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 26, 2014 | |
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Share Price | $ 0.43 | ||
Selling, General and Administrative Expense (in Dollars) | $ 3,551,522 | $ 2,793,119 | |
Officer [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 738,837 | ||
Selling, General and Administrative Expense (in Dollars) | $ 309,975 | $ 294,579 | |
Consultant 1 [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 631,643 | 590,476 | |
Selling, General and Administrative Expense (in Dollars) | $ 360,364 | $ 331,794 | |
Minimum [Member] | Officer [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 664,410 | ||
Share Price | $ 0.35 | $ 0.35 | |
Minimum [Member] | Consultant 1 [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Share Price | 0.35 | 0.25 | |
Maximum [Member] | Officer [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Share Price | 0.36 | 0.65 | |
Maximum [Member] | Consultant 1 [Member] | |||
Note 10 - Accounts Payable and Accrued Expenses (Details) [Line Items] | |||
Share Price | $ 0.36 | $ 0.80 |
Note 10 - Accounts Payable an46
Note 10 - Accounts Payable and Accrued Expenses (Details) - Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable | $ 63,578 | $ 219,182 |
Payable in dispute | 106,000 | 106,000 |
Uncertain tax liability | 142,461 | 137,500 |
Accrued interest | 12,944 | 32,256 |
Total Accounts Payable and Accrued Expenses | $ 324,983 | $ 494,938 |
Note 11 - Provision for Incom47
Note 11 - Provision for Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 43 |
Valuation Allowance Percentage | 100.00% |
Note 12 - Noncontrolling Inte48
Note 12 - Noncontrolling Interest (Details) - USD ($) | Dec. 30, 2015 | Dec. 17, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2012 |
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Consulting Services, Monthly Payment | $ 23,437.50 | ||||
Consulting Services, Period of Services | 4 years | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (21,054) | $ (47,451) | |||
Clyra Medical Technology, Inc. [Member] | |||||
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Investment Owned, Balance, Shares | 7,500 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Preferred Shares Dividend, Period | 5 years | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (115,859) | ||||
Clyra Medical Technology, Inc. [Member] | Series A Preferred Stock [Member] | Sanatio [Member] | |||||
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 9,830 | ||||
Proceeds from Issuance or Sale of Equity | $ 750,000 | ||||
Sanatio [Member] | Clyra Medical Technology, Inc. [Member] | |||||
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | ||||
Clyra Medical Technology, Inc. [Member] | |||||
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Sale of Stock, Percentage of Ownership after Transaction | 54.00% | ||||
Each of 3 Individuals [Member] | Clyra Medical Technology, Inc. [Member] | |||||
Note 12 - Noncontrolling Interest (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,500 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 30, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Jan. 31, 2015 | Dec. 31, 2014 | Mar. 26, 2014$ / shares | |
Note 13 - Subsequent Events (Details) [Line Items] | |||||
Number of Accredited Investors, Offering | 10 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | ||||
2015 Unit Offering [Member] | |||||
Note 13 - Subsequent Events (Details) [Line Items] | |||||
Proceeds from Issuance of Debt (in Dollars) | $ | $ 2,671,713 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Unsecured Convertible Promissory Note [Member] | 2015 Unit Offering [Member] | |||||
Note 13 - Subsequent Events (Details) [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member] | 2015 Unit Offering [Member] | |||||
Note 13 - Subsequent Events (Details) [Line Items] | |||||
Proceeds from Issuance of Debt (in Dollars) | $ | $ 195,000 | ||||
Number of Accredited Investors, Offering | 5 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.35 |