Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 20, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Entity Registrant Name | BIOLARGO, INC. | ||
Entity Central Index Key | 0000880242 | ||
Trading Symbol | blgo | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding (in shares) | 143,096,624 | ||
Entity Public Float | $ 19,657,765 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 655,000 | $ 990,000 |
Accounts receivable, net of allowance | 257,000 | 94,000 |
Inventories, net of allowance | 26,000 | 54,000 |
Prepaid expenses and other current assets | 17,000 | 20,000 |
Total current assets | 955,000 | 1,158,000 |
In-process research and development (Note 3) | 1,893,000 | |
Equipment, net of depreciation | 126,000 | 109,000 |
Other non-current assets, net of amortization | 35,000 | 34,000 |
Deferred offering cost | 176,000 | 195,000 |
Total assets | 3,185,000 | 1,496,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 501,000 | 224,000 |
Notes payable | 400,000 | |
Line of credit | 430,000 | |
Convertible notes payable | 1,365,000 | 5,249,000 |
Discount on convertible notes payable, and line of credit, net of amortization | (205,000) | (1,257,000) |
Total current liabilities | 2,491,000 | 4,216,000 |
Long-term liabilities: | ||
Convertible notes and note payable | 285,000 | 1,539,000 |
Clyra Medical note payable (Notes 3 and 10) | 1,292,000 | 1,539,000 |
Discount on convertible notes payable, net of amortization | (118,000) | (850,000) |
Total liabilities | 4,308,000 | 4,905,000 |
COMMITMENTS, CONTINGENCIES (Note 13) | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Series A, $.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at December 31, 2017 and December 31, 2018, respectively. | ||
Common stock, $.00067 Par Value, 200,000,000 Shares Authorized, 104,164,465 and 141,466,071 Shares Issued, at December 31, 2017 and December 31, 2018, respectively. | 95,000 | 70,000 |
Additional paid-in capital | 110,222,000 | 97,093,000 |
Accumulated other comprehensive loss | (90,000) | (62,000) |
Accumulated deficit | (111,723,000) | (101,205,000) |
Total Biolargo Inc. and Subsidiaries stockholders’ equity (deficit) | (1,496,000) | (4,104,000) |
Non-controlling interest (Note 10) | 373,000 | 695,000 |
Total stockholders’ equity (deficit) | (1,123,000) | (3,409,000) |
Total liabilities and stockholders’ equity (deficit) | 3,185,000 | 1,496,000 |
Scion Acquisition [Member] | Clyra Acquisition, Common Stock Redeemable for BioLargo Common Shares [Member] | ||
Long-term liabilities: | ||
Liability to Clyra Medical shareholder (Notes 3 and 10) | 643,000 | |
Convertible Notes Issued by Clyra Medical Maturing on June 17, 2020 [Member] | ||
Long-term liabilities: | ||
Clyra Medical note payable (Notes 3 and 10) | $ 1,007,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Preferred Stock, Par Value (in dollars per share) | $ 0.00067 | $ 0.00067 |
Convertible Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Convertible Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.00067 | $ 0.00067 |
Common Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued (in shares) | 141,466,071 | 104,164,465 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Revenue | $ 1,364,000 | $ 516,000 |
Cost of Goods and Services Sold | (743,000) | (323,000) |
Total cost of revenue | (743,000) | (323,000) |
Gross profit | 621,000 | 193,000 |
Operating expenses: | ||
Selling, general and administrative expenses | 5,264,000 | 4,429,000 |
Research and development | 1,719,000 | 1,630,000 |
Depreciation and amortization | 50,000 | 30,000 |
Total operating expenses | 7,033,000 | 6,089,000 |
Operating loss | (6,412,000) | (5,896,000) |
Grant income | 158,000 | 140,000 |
Tax credit income | 73,000 | 71,000 |
Interest expense | (3,494,000) | (3,862,000) |
Debt conversion expense | (276,000) | |
Gain (Loss) on Extinguishment of Debt, Total | (745,000) | |
Total other (expense) income | (4,284,000) | (3,651,000) |
Net loss | (10,696,000) | (9,547,000) |
Net loss attributable to noncontrolling interest | (475,000) | (429,000) |
Net loss attributable to common shareholders | $ (10,221,000) | $ (9,118,000) |
Net loss per share attributable to common stockholders: | ||
Loss per share attributable to shareholders – basic and diluted (in dollars per share) | $ (0.09) | $ (0.10) |
Weighted average number of common shares outstanding: (in shares) | 122,000,940 | 98,941,169 |
Comprehensive loss attributable to common shareholders | ||
Net loss | $ (10,696,000) | $ (9,547,000) |
Foreign translation adjustment | (28,000) | 20,000 |
Comprehensive loss | (10,724,000) | (9,527,000) |
Comprehensive loss attributable to noncontrolling interest | (475,000) | (429,000) |
Comprehensive loss attributable to shareholders | (10,249,000) | (9,098,000) |
Product [Member] | ||
Revenue: | ||
Revenue | 1,123,000 | 504,000 |
Cost of Goods and Services Sold | (571,000) | (315,000) |
Service [Member] | ||
Revenue: | ||
Revenue | 241,000 | 12,000 |
Cost of Goods and Services Sold | $ (172,000) | $ (8,000) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Stock Issued for Financing Fee [Member]Common Stock [Member] | Stock Issued for Financing Fee [Member]Additional Paid-in Capital [Member] | Stock Issued for Financing Fee [Member]Retained Earnings [Member] | Stock Issued for Financing Fee [Member]AOCI Attributable to Parent [Member] | Stock Issued for Financing Fee [Member]Noncontrolling Interest [Member] | Stock Issued for Financing Fee [Member] | Extension of Convertible Note Maturity Date, Vista Capital [Member]Additional Paid-in Capital [Member] | Extension of Convertible Note Maturity Date, Vista Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 92,975,970 | |||||||||||||
Balance at Dec. 31, 2016 | $ 62,000 | $ 90,610,000 | $ (91,915,000) | $ (82,000) | $ 555,000 | $ (770,000) | ||||||||
Issuance of common stock for service (in shares) | 984,070 | |||||||||||||
Issuance of common stock for service | $ 1,000 | 461,000 | 462,000 | |||||||||||
Issuance of common stock for interest (in shares) | 1,436,751 | |||||||||||||
Issuance of common stock for interest | $ 1,000 | 673,000 | 674,000 | |||||||||||
Stock to CEO (in shares) | 1,500,000 | |||||||||||||
Stock to CEO | $ 1,000 | (1,000) | ||||||||||||
Conversion of notes (in shares) | 2,316,748 | |||||||||||||
Conversion of notes | $ 2,000 | 890,000 | $ 892,000 | |||||||||||
Exercise of warrants (in shares) | 510,000 | 510,000 | ||||||||||||
Exercise of warrants | 153,000 | $ 153,000 | ||||||||||||
Exercise of stock options (in shares) | 2,501,937 | |||||||||||||
Exercise of stock options | $ 2,000 | (2,000) | ||||||||||||
Financing fee in stock (in shares) | 738,998 | |||||||||||||
Financing fee in stock | $ 304,000 | $ 304,000 | ||||||||||||
Sale of stock for cash (in shares) | 1,199,991 | |||||||||||||
Sale of stock for cash | $ 1,000 | 510,000 | 511,000 | |||||||||||
Stock option compensation expense | 1,103,000 | 1,103,000 | ||||||||||||
Warrants and conversion feature issued as discount on convertible notes payable and line of credit | 1,145,000 | 1,145,000 | ||||||||||||
Purchase of Clyra Medical common stock | (40,000) | (40,000) | ||||||||||||
Issuance of Clyra Medical common stock | 411,000 | 609,000 | 1,020,000 | |||||||||||
Deemed dividend for the change in accounting for derivative liability | 344,000 | (344,000) | ||||||||||||
Cumulative effect of change in accounting for derivative liability | 492,000 | 172,000 | 664,000 | |||||||||||
Net loss | (9,118,000) | (429,000) | (9,547,000) | |||||||||||
Foreign currency translation | 20,000 | 20,000 | ||||||||||||
Balance (in shares) at Dec. 31, 2017 | 104,164,465 | |||||||||||||
Issuance of common stock for interest | $ (1,000) | (673,000) | (674,000) | |||||||||||
Foreign translation adjustment | 20,000 | 20,000 | ||||||||||||
Balance at Dec. 31, 2017 | $ 70,000 | 97,093,000 | (101,205,000) | (62,000) | 695,000 | (3,409,000) | ||||||||
Issuance of common stock for service (in shares) | 3,214,121 | |||||||||||||
Issuance of common stock for service | $ 2,000 | 906,000 | 908,000 | |||||||||||
Issuance of common stock for interest (in shares) | 2,042,196 | |||||||||||||
Issuance of common stock for interest | $ (1,000) | (523,000) | (524,000) | |||||||||||
Conversion of notes (in shares) | 18,859,100 | |||||||||||||
Conversion of notes | $ 13,000 | 6,177,000 | 6,190,000 | |||||||||||
Financing fee in stock (in shares) | 402,385 | |||||||||||||
Financing fee in stock | $ 127,000 | $ 127,000 | (42,000) | |||||||||||
Sale of stock for cash (in shares) | 2,891,749 | |||||||||||||
Sale of stock for cash | $ 2,000 | 837,000 | 839,000 | |||||||||||
Stock option compensation expense | 1,335,000 | 1,335,000 | ||||||||||||
Warrants and conversion feature issued as discount on convertible notes payable and line of credit | $ 506,000 | $ 506,000 | 795,000 | 795,000 | ||||||||||
Issuance of Clyra Medical common stock | 852,000 | 153,000 | 1,005,000 | |||||||||||
Deemed dividend for the change in accounting for derivative liability | 297,000 | (297,000) | ||||||||||||
Net loss | (10,221,000) | (475,000) | (10,696,000) | |||||||||||
Foreign currency translation | (28,000) | (28,000) | ||||||||||||
Balance (in shares) at Dec. 31, 2018 | 141,466,071 | |||||||||||||
Inducement to convert notes (in shares) | 2,749,197 | |||||||||||||
Inducement to convert notes | $ 2,000 | 630,000 | 632,000 | |||||||||||
Issuance of common stock for interest | $ 1,000 | 523,000 | 524,000 | |||||||||||
Issuance of common stock for the acquisition of In-process research and development (in shares) | 7,142,858 | |||||||||||||
Issuance of common stock for the acquisition of In-process research and development | $ 5,000 | (5,000) | ||||||||||||
Warrant exercise price reduction for cash | 149,000 | 149,000 | ||||||||||||
Foreign translation adjustment | (28,000) | (28,000) | ||||||||||||
Balance at Dec. 31, 2018 | $ 95,000 | $ 110,222,000 | $ (111,723,000) | $ (90,000) | $ 373,000 | $ (1,123,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (10,696,000) | $ (9,547,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 1,335,000 | 1,103,000 |
Common stock issued for in lieu of salary to officers and fees for services from vendors | 898,000 | 421,000 |
Common stock issued for interest | 524,000 | 674,000 |
Interest expense related to amortization of the discount on convertible notes payable and line of credit and deferred financing costs | 2,766,000 | 3,058,000 |
Loss on extinguishment of debt | 745,000 | |
Debt conversion expense | 276,000 | |
Deferred offering expense | 19,000 | 11,000 |
Financing fee paid in stock | 42,000 | |
Amortization and depreciation expense | 50,000 | 30,000 |
Bad debt expense | 3,000 | |
Changes in assets and liabilities: | ||
Accounts receivable | (163,000) | (29,000) |
Inventories | 28,000 | (20,000) |
Accounts payable and accrued expenses | 284,000 | 114,000 |
Accrued officer bonus | (80,000) | |
Prepaid expenses and other assets | 1,000 | (22,000) |
Net cash used in operating activities | (3,891,000) | (4,284,000) |
Cash flows from investing activities | ||
Equipment purchases | (58,000) | (29,000) |
Net cash used in investing activities | (58,000) | (29,000) |
Cash flows from financing activities | ||
Proceeds from convertible notes payable | 705,000 | 1,799,000 |
Proceeds from the sale of stock in Clyra Medical | 1,005,000 | 750,000 |
Repayment of Clyra Medical note payable | (243,000) | |
Proceeds from sale of stock to Lincoln Park Capital | 839,000 | 511,000 |
Proceeds from notes payable | 400,000 | |
Proceeds from line of credit | 430,000 | 250,000 |
Proceeds from conversion inducement | 357,000 | |
Proceeds from warrant buy down | 149,000 | |
Proceeds from warrant exercise | 153,000 | |
Repurchase of Clyra Medical shares | (40,000) | |
Repayment of letter of credit | (50,000) | |
Net cash provided by financing activities | 3,642,000 | 3,373,000 |
Net effect of foreign currency translation | (28,000) | 20,000 |
Net change in cash | (335,000) | (920,000) |
Cash at beginning of year | 990,000 | 1,910,000 |
Cash at end of year | 655,000 | 990,000 |
Supplemental disclosures of cash flow information | ||
Interest | 54,000 | 9,000 |
Income taxes | 13,000 | 5,000 |
Non-cash investing and financing activities | ||
Fair value of warrants issued with convertible notes and letter of credit | 795,000 | 3,006,000 |
Note payable issued for intellectual property | 1,250,000 | |
Liability to Scion Solutions, LLC | 643,000 | |
Deemed dividend | 297,000 | 344,000 |
Cumulative effect of change in account for derivative liability | 664,000 | |
Conversion of Lines of Credit into Convertible Notes Payable [Member] | ||
Non-cash investing and financing activities | ||
Conversion of debt | 250,000 | |
Conversion of Convertible Notes Payable into Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Conversion of debt | 6,190,000 | 891,000 |
Conversion of Convertible Notes Issued with Original Issue Discount [Member] | ||
Non-cash investing and financing activities | ||
Conversion of debt | 85,000 | 70,000 |
Stock Issued for Equipment [Member] | ||
Non-cash investing and financing activities | ||
Fair value of stock issued | 10,000 | 40,000 |
Stock Issued for Financing Fee [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Financing fee paid in stock | (127,000) | (304,000) |
Non-cash investing and financing activities | ||
Fair value of stock issued | 85,000 | 304,000 |
Stock Issued for Conversion of Clyra Line of Credit [Member] | ||
Non-cash investing and financing activities | ||
Fair value of stock issued | 250,000 | |
Stock Issued to CEO [Member] | ||
Non-cash investing and financing activities | ||
Fair value of stock issued | 1,000 | |
Stock Issued for Exercise of Stock Options [Member] | ||
Non-cash investing and financing activities | ||
Fair value of stock issued | $ 12,000 |
Note 1 - Business and Organizat
Note 1 - Business and Organization | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Description of Business BioLargo, Inc. delivers innovative and sustainable technology-based products and services, as well as environmental engineering expertise, across a broad range of industries with an overriding mission to “make life better” with a focus on clean water, clean air, and advanced wound care. Our business strategy is straightforward: we invent or acquire technologies that we believe have the potential to be disruptive in large commercial markets; we develop and validate these technologies to advance and promote their commercial success as we leverage our considerable scientific, engineering, and entrepreneurial talent; we then monetize these technical assets through a variety of business structures that may Liquidity / Going concern 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, 2018, $10,696,000, $3,891,000 December 31, 2018, $1,536,000, $955,000. not December 31, 2019, December 31, 2018, $1,364,000 two No 2, 2018, December 31, 2018, $3,642,000 $655,000. April 2019, 2019, 14 $7,500,000 no may not No No The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The consolidated financial statements do not Organization We are a Delaware corporation formed in 1991. five 2006; No 2009; 2014; 2016; 2017 42.3% 2012, 10 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Clyra Medical. Management believes Clyra Medical’s financial statements are appropriately consolidated with that of the Company after reviewing the guidance of ASC Topic 810 , not 42.3% 10 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, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three one $250,000 not As of December 31, 2017 2018, 2017 2018 Biolargo, Inc. and wholly owned subsidiaries $ 462 $ 193 Clyra Medical Technologies, Inc. 528 462 Total $ 990 $ 655 Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of December 31, 2017 $3,000. December 31, 2018, Credit Concentration We have a limited number of customers that account for significant portions of our revenue. During the years ended December 31, 2017 2018, three one 10% 2017 2018 Customer A 27 % <10 % Customer B 24 % 33 % Customer C 11 % <10 % We had five 10% December 31, 2017 two December 31, 2018 2017 2018 Customer X 19 % 12 % Customer Y 10 % 31 % Customer Z 12 % <10 % Customer AA 12 % <10 % Customer BB 10 % <10 % Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of December 31, 2017 2018 $3,000. December 31, 2017 2018, 2017 2018 Raw material $ 34 $ 14 Finished goods 20 12 Total $ 54 $ 26 Other Assets Other Assets consisted of security deposits of $35,000 Impairment Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not December 31, 2017 2018, no 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, 2017 2018, Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements. Share-Based Compensation Expense We recognize compensation expense for stock option awards on a straight-line basis for employees over the applicable service period of the award, which is the vesting period. We recognize compensation expense for stock option awards for non-employees at the fair value on the grant date. Generally, the options issued to non-employees have been earned upon issuance. For the instances that options are issued to non-employees with a vesting schedule, the fair value is recorded on each vesting date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model. For equity instruments issued and outstanding where performance is not The following methodology and assumptions were used to calculate share-based compensation for the years ended December 31, 2017 2018: 2017 2018 Non Plan 2007 Plan Non Plan 20 18 Plan Risk free interest rate 2.29 – 2.43 % 2.31 – 2.40 % 2.43 – 2.91 % 2.89 – 2.91 % Expected volatility 563 – 601 % 578 – 601 % 538 – 563 % 489 – 548 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 7 5 7 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 Historically, we have not Warrants Warrants issued with our convertible and non-convertible debt instruments are accounted for under the fair value and relative fair value method. The warrant is first not. not If the warrant is determined to not Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received. Non-Cash Transactions We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered or product is received. Revenue Recognition We adopted ASU 2014 09, 606, January 1, 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Step 2: Step 3: Step 4: Step 5: We have revenue from two No No No No BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. BLEST’s contracts typically call for invoicing for time and materials incurred for that contract. To date, there have been no In the future, we may one Government Grants We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first 2015 65 $3.6 third third six eighteen not The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None may Not no 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” not not” no Fair Value of Financial Instruments Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of December 31, 2017 2018 Tax Credits Our research and development activities in Canada may not Recent Accounting Pronouncements In August 2018, No. 2018 13, 820 820, The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, not not In June 2018, No. 2018 07, 718 718 718 718 718 not 1 2 606, December 15, 2018, not not In February 2016, No. 2016 02, January 1, 2019 July 2018. not |
Note 3 - Acquisition of In-proc
Note 3 - Acquisition of In-process Research and Development | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 3. On September 26, 2018, The consideration provided to Scion is subject to an escrow agreement dated September 26, 2018 ( 21,000 10,000 7,142,858 $1,250,000 $1 On December 17, 2018, $1 one 15,500 one fifth $100,000 $100,000 $500,000 $1 $2 The promissory note in the principal amount of $1,250,000 September 26, 2018 5%. 25% not 18 12 18 25% 12 5% Immediately following Clyra Medical’s purchase of Scion’s intangible assets, Clyra Medical sold to BioLargo the assets, along with 12,755 7,142,858 may 10,000 7,142,858 December 31, 2018, one may one 7,142,858 $1,286,000, one December 31, 2018 |
Note 4 - Lincoln Park Financing
Note 4 - Lincoln Park Financing | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Stock Purchase Agreement [Text Block] | Note 4. On August 25, 2017, $10 three 1 1933, may September 22, 2017, 50,000 $0.50 75,000 $0.50 $0.74 100,000 $0.75 $1.24 200,000 $1.25 $500,000. no may three 12 may one no first may not In consideration for entering into the LPC Purchase Agreement, on August 25, 2017, 488,998 no $10 488,998 $25,000 1,222 $25,000 $10 488,998 During the years ended December 31, 2017 2018, Year ended December 31, 2017 Year ended December 31, 2018 Shares sold to Lincoln Park 1,199,991 2,891,749 Additional Commitment Shares issued to Lincoln Park 24,991 41,016 Total shares issued to Lincoln Park: 1,224,982 2,932,765 Gross proceeds to BioLargo: $ 511,000 $ 839,000 We recorded the stock sales in our equity statement and the additional shares issued reduce the deferred offering costs. |
Note 5 - Debt Obligations
Note 5 - Debt Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 5. The following table summarizes our debt obligations outstanding as of December 31, 2017 2018 201 7 201 8 C urrent liabilities : Notes payable, mature January 5, 2019 (1) $ — $ 400 Line of credit, matures September 1, 2019 or later (on 30 day demand) — 430 Convertible notes payable: Convertible notes, mature June 1, 2018 4,469 — Convertible notes, mature July 18, 2018 280 — Convertible notes, mature December 31, 2019 ( 2 ) — 75 Convertible notes, mature January 11, 2019 ( 1 ) — 300 Convertible note, matures April 15, 2019 (1) 500 550 Convertible note, matures July 20, 2019 ( 2 ) — 440 Total convertible notes payable $ 5,249 $ 1,365 Total current liabilities $ 5,249 $ 2,195 L ong-term liabilities : Note payable issued by Clyra Medical to Scion, matures June 17, 2020 (See Notes 3 and 10) — 1,007 Convertible notes payable, mature September 17, 2019 284 — Convertible notes payable, mature December 31, 2019 (1) 292 — Convertible notes payable, mature June 20, 2020 ( 1 ) 523 25 Convertible notes payable, mature July 20, 2019 440 — Convertible notes payable, mature April 20, 2021 ( 1 ) — 100 Convertible notes, mature June 15, 2021 ( 1 ) — 110 Note payable, matures March 8, 2023 (or on demand 60 days’ notice) — 50 Total long-term liabilities $ 1,539 $ 1,292 Total $ 6,788 $ 3,487 ( 1 ) 14 ( 2 For the years ended December 31, 2017 2018 $3,862,000 $3,494,000 Conversion of Debt Obligations Of the $6,788,000 December 31, 2017, December 31, 2018, $6,190,000 Early Conversion of Unit Notes In May 2018, 17,255,811 $4,626,000 2018 Convertible notes payable, mature June 1, 2018 $ 3,647 Convertible notes payable, mature September 17, 2019 284 Convertible notes payable, mature December 31, 2019 217 Convertible notes payable, mature June 20, 2020 478 Total debt converted into shares, May 2018 $ 4,626 These conversions were voluntary on the part of the noteholders and prior to the various maturity dates on notes that were issued in prior “unit” offerings conducted by the Company ( 2015 2016 2017 $0.25 $0.30 one one March 20, 2018, $0.25 $1,000 1,000 1.5 0.25 6,000 $0.30 $0.30 six twenty 6% $0.35, 20% $0.55 $0.57 not 40 $357,000 $0.30. 2,749,197 $632,000. $276,000 41 $0.30 $0.25 966,318 Conversion of 2015 On June 1, 2018, $822,000 2015 June 1, 2018 2,488,819 2,411,004 $0.25, $0.35, $0.55, 77,815 $20,000 Conversion of one July 18, 2018 On July 2, 2018, two one $280,000 July 18, 2018, 100% $280,000 $9,000 1,153,600 $0.25 Conversion of convertible note, matures October 16, 2018 ( On January 16, 2018, nine $150,000 5% $0.394 Pursuant to the FirstFire Purchase Agreement, the Company issued 75,000 $0.39 $29,000 $0.3147 February 8, 2018), 36,536 $11,000 The FirstFire Note contains a price protection provision such that if we issue a security with any term more favorable to the holder of such security that was not $0.25, $0.394 $0.25. In June 2018, $96,000 383,047 11,902 July 15, 2018, $54,000, 217,960 $0.25 Notes payable, mature January 5, 2019 On September 19, 2018, $400,000 January 5, 2019 12%, 7 two 60 January 3, 2019, 10%, 14 Convertible Note, matures January 11, 2019 ( On October 16, 2018, $225,000 $300,000 5%, January 11, 2019. $3 $75,000 In addition to the note, we issued a stock purchase warrant to Triton (the “Triton Warrant”) allowing Triton to purchase up to an aggregate 1 $0.25 October 12, 2023 ( 7 In addition to the foregoing, we donated 150,000 $0.28 $42,000 On January 8, 2019, 14 Convertible Note, matures April 15, 2019 ( On December 18, 2017, $500,000 2017 $500,000 5% $0.394 2017 September 18, 2018. Pursuant to the Vista RRA, we filed a registration statement to register the shares of common stock into which the Vista 2017 250,000 $99,000 February 8, 2018. 140,849 $20,000 September 18, 2018. The Vista 2017 not 2017 2017 $0.25, 2017 $0.394 $0.25. In June 2018, $52,000 208,100 On September 12, 2018, 2017 December 18, 2018. 20% $92,000. 1,812,000 $0.25 $488,000 6 470 50, 10% $92,000, 5% one $165,975, 10% $166,667 On December 18, 2018, $166,667 2017 $166,667 666,668 December 31, 2018, $550,000. Vista Capital agreed to further extend the December 15, 2018 14, Per the guidance of ASC 470 50, 10% 10% $578,942 5% 90 Two-Year Convertible Note, matures July 20, 2019 On July 20, 2017, $400,000 one 10% $440,000 two 12%. October 1, 2017, January 25, 2018, 12% At maturity, the note automatically converts, at the holder’s option, into either BioLargo common shares at $0.42 2,000 $171,000 July 20, 2019. Lines of credit, mature September 1, 2019 On March 1, 2018, $390,000, September 1, 2018, $40,000, 18% may 20 20 10 30 September 1, 2019. Each creditor, for no one $0.35 March 1, 2023. Convertible Notes, mature December 31, 2019 ( 2016 Of the $292,000 2016 $75,000 May 2018 ( one December 31, 2019. $0.57 Convertible Notes, mature June 20, 2020 ( 2017 On May 24, 2017, 2017 $1.5 No. 1 $0.42 $0.65 June 20, 2020, 12% 20 may may ten three In addition to the convertible promissory note, each investor received a warrant allowing for the purchase of the number of shares of BioLargo common stock equal to the investment amount divided by the unit/conversion price (e.g., one 7. June 20, 2022. may 30 10 two We received a total of $604,000 ten $524,000 2017, $80,000 2018. December 29, 2017, $0.394. February 12, 2018, third $0.30, $0.48 In May 2018, $478,000 2,372,817 1,595,670 777,146 November 11, 2018, $100,000 333,334 December 31, 2018, one $25,000 Convertible Note, matures April 20, 2021 ( 2018 On March 26, 2018, 2018 $1.5 $0.30 $0.48 April 20, 2021, 12% 20 may may ten three In addition to the convertible promissory note, each investor will receive a warrant allowing for the purchase of the number of shares of BioLargo common stock equal to the investment amount divided by the unit/conversion price (e.g., one We received one March 2018, $100,000, 333,333 7 September 2018, $0.25 $0.40 no Convertible Notes, mature June 15, 2021 ( On June 15, 2018, $75,000 $82,500. August 7, 2018, $25,000 $32,500. $0.30 $10,000, June 15, 2021, 15% 20 two 20 six Note payable, matures March 8, 2023 ( On March 8, 2018, $50,000 sixty March 8, 2023. 7 |
Note 6 - Share-based Compensati
Note 6 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | Note 6. Common Stock On May 2, 2017, 13 1.5 13 None Issuance of Common Stock in exchange for payment of payables Payment of Officer Salaries During 2018, 1,131,036 $0.24 $0.43 $319,000. $3,000,000 $3,000,000 12 During 2017, 148,705 $0.39 $58,000 Payment of Consultant Fees and Accrued Interest During 2018, 4,125,281 $0.23 $0.42 $1,012,000 During 2017, 2,272,116 $0.39 $0.70 $1,078,000 All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4 2 not Stock Option Expense During the years ended December 31, 2017 2018, $1,103,000 $1,335,000, 2018 2007 2018 On June 22, 2018, 2018 “2018 may 10 June 22, 2028. 2018 40 2018 January 1 st 2 Activity for our stock options under the 2018 June 22, 2018, December 31, 2018, Weighted Average Aggregate As of December 31 , 2018: Options Exercise Price per intrinsic Outstanding Price per share share V alue (1) Inception, June 22, 2018 — Granted 1,318,517 $ 0.22 – 0.43 $ 0.34 Expired — — — Balance, December 31, 2018 1,318,517 $ 0.22 – 0.43 $ 0.34 $ 1,000 ( 1 $0.24 December 31, 2018. The options to purchase 1,318,517 December 31, 2018 630,289 $0.22 $0.43 $187,000 688,228 $0.24 $0.43 $203,000 2007 On September 7, 2007, April 29, 2011, 2007 “2007 may 10 September 7, 2017. September 2017, On June 19, 2017, 40,000 2007 $0.43 $16,000 On February 10, 2017, 14 one 300,000 $0.69 February 10, 2027, 125,000 February 10, 2017, 25,000 March 1, 2017, $207,000 Activity for our stock options under the 2007 December 31, 2017 2018 Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding p rice per share share Value (1) Balance, December 31, 2016 9,916,586 $ 0.22 – 1.89 $ 0.44 Granted 340,000 0.39 – 0.69 0.65 Expired (425,000 ) 0.40 – 0.94 0.91 Not issued, 2007 Plan closed September 2017 — Balance, December 31, 2017 9,831,586 0.22 – 1.89 0.44 Expired (140,000 ) 0.35 – 1.89 1.41 Balance, December 31, 2018 9,691,586 $ 0.23 – 0.94 $ 0.43 $ <1,000 ( 1 $0.24 December 31, 2018. Non-Plan Options issued During the year ended December 31, 2018, 1,701,088 $0.39 $0.67 $434,000, $414,000 $20,000 2019. During the year ended December 31, 2017, 1,433,999 $0.39 $0.67 $716,000. On December 29, 2017, one 300,000 $0.39 December 19, 2027, 75,000 December 19, 2017 25,000 September 30, 2018, $117,000, December 31, 2017, $29,000 December 31, 2018, $88,000 On October 23, 2017, 100,000 $0.45 October 23, 2027, 10,000 November 23, 2017. $45,000, $9,000 2017. $34,000 December 31, 2018. October 17, 2017, two 100,000 $0.47 October 17, 2027, 10,000 November 23, 2017. $94,000, $19,000 2017. $75,000 2018 December 31, 2018. On September 5, 2017, 2 11 $0.45 ten five five 11 No On May 2, 2017, 13 3,731,322 $0.45 ten five not $1,679,000 May 2, 2022. December 31, 2017, 2018 $196,000 $336,000 Activity of our non-plan stock options issued for the years ended December 31, 2017 2018 Weighted Non-plan a verage Aggregate Options Exercise p rice per intrinsic o utstanding p rice per share share value (1) Balance, December 31, 2016 20,148,766 $ 0.18 – 1.00 $ 0.40 Granted 7,765,401 0.39 – 0.69 0.46 Exercised (3,866,630 ) 0.18 0.18 Expired (4,029,129 ) 0.18 0.18 Balance, December 31, 2017 20,018,408 0.25 – 1.00 0.51 Granted 1,701,088 0.23 – 0.43 0.26 Expired (2,400,000 ) 0.99 0.99 Balance, December 31, 2018 19,319,496 $ 0.23 – 1.00 $ 0.43 Outstanding, December 31, 2018 19,319,496 $ 0.23 – 1.00 $ 0.43 Unvested (90,000 ) 0.26 – 0.28 0.27 Vested and outstanding, December 31, 2018 19,229,496 $ 0.23 – 1.00 $ 0.43 $ 1,000 ( 1 $0.24 December 31, 2018. Exercise of Stock Option On April 30, 2017, 3,866,630 April 30, 2007. $0.18 2,501,937 $0.51 $0.18 No 3,866,629 April 30, 2017, $3 $3 12 May 2, 2017 |
Note 7 - Warrants
Note 7 - Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Warrants [Text Block] | Note 7. We have certain warrants outstanding to purchase our common stock, at various prices, as described in the following table: Weighted a verage Aggregate Warrants Exercise p rice per intrinsic o utstanding p rice per share share value (1) Balance, December 31, 2016 20,035,114 $ 0.25 – 1.00 $ 0.45 Granted 2,289,703 0.42 – 0.70 0.41 Exercised (510,000 ) 0.30 0.30 Expired (250,000 ) 0.40 0.40 Balance, December 31, 2017 22,104,817 0.25 – 1.00 0.45 Granted 7,451,013 0.25 – 0.48 0.29 Expired (2,683,400 ) 0.40 0.40 Balance, December 31, 2018 26,872,430 $ 0.25 – 1.00 $ 0.43 Outstanding, December 31, 2018 26,872,430 $ 0.25 – 1.00 $ 0.42 Unvested (87,500 ) 0.35 0.35 Vested and outstanding, December 31, 2018 26,784,930 $ 0.25 – 1.00 $ 0.42 $ — Warrants issued concurrently with promissory notes In conjunction with a $225,000 $300,000 5, Convertible note payable, matures January 11, 2019 ( 1,000,000 $0.25 October 12, 2023. $225,000 January 11, 2019 We may $0.50 10 30 not may On September 19, 2018, January 5, 2019 ( 5, Convertible Note s , mature January 5, 2019 1,387,500 $0.25 September 19, 2023. may $2.50 10 30 The relative fair value of these warrants resulted in $217,000 On September 12, 2018, December 18, 2017 ( 5, Convertible Note, matures April 15, 2019 ( 1,812,000 $0.25 September 12, 2023. $488,000 2018. On March 8, 2018, 150,000 $0.35 $50,000 5, Note payable, matures March 8, 202 3 (or on demand) February 28, 2023. 6,250 December 31, 2018, 56,250 $7,000 Reduction of Warrant Exercise Price In May 2018, $149,000 37 4,326,358 $0.30. $149,000. Warrants Issued Concurrently with Spring 2018 During 2018, 2018 5, Convertible Note, matures April 20, 2021 ( 2018 333,333 $0.48 2018 April 20, 2023. $49,000 333,333 400,000. $17,000 December 31, 2018. The Company may 2018 30 10 two Warrants Issued Concurrently with Line of Credit Offering During 2018, 5, Line of Credit, matures September 1, 2019 430,000 390,000 $0.35 40,000 $0.25 March 1, 2023. $98,000 The Company may 30 10 two Warrants Issued to Summer 2017 Pursuant to the terms of our Summer 2017 5 1,246,906 $0.65 June 20, 2022. $524,000 The offering documents assured the investors that in the event a subsequent pricing supplement offered a lower conversion or exercise price, prior investors would be given those favorable terms. On December 29, 2017, second $0.394. 82,283, 1,329,189 $32,000 On February 12, 2018, third $0.30. 416,478 three March 31, 2018, two $80,000, third 266,667 $103,000 Warrants Issued to One-Year Noteholders In conjunction with three one three 400,000 two July 8, 2016 ( 400,000 $0.65 December 30, 2016 ( 400,000 $0.75 July 18, 2017 ( 400,000 $0.65 $280,000 December 31, 2017 2017. Each of these warrants contained provisions that required a reduction to the exercise price and increase to the number of warrant shares in the event that we sold our common stock at a lower price than the exercise price (subject to some exceptions). During the year ended December 31, 2017, three $0.394, $344,000, December 31, 2018, $0.25, $297,000, Exercise of Warrants During the year ended December 31, 2017, 510,000 $153,000. Fair Value – Interest Expense To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows: 2017 2018 Risk free interest rate 1.71 – 2.10% 2.54 – 3.00% Expected volatility 221 – 297% 105 – 127% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 – 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 based on the contract term of the warrant. |
Note 8 - Accounts Payable and A
Note 8 - Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 8. Accounts payable and accrued expenses included the following (in thousands): December December 31, 2017 31, 2018 Accounts payable and accrued expense $ 88 $ 302 Accrued interest 51 122 Accrued payroll 85 77 Total accounts payable and accrued expenses $ 224 $ 501 |
Note 9 - Provision for Income T
Note 9 - Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 9. Given our historical losses from operations, income taxes have been limited to the minimum franchise tax assessed by the State of California. Our subsidiary BLEST is a Tennessee limited liability company and as such, is not not not At December 31, 2018, $58.5 may not December 22, 2017, 21%. $11.1 $4.6 may 1 2 80% 172 no 172 1 not 20 December 31, 2021. 100% |
Note 10 - Noncontrolling Intere
Note 10 - Noncontrolling Interest - Clyra Medical | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 10. We consolidate the operations of our partially owned subsidiary Clyra Medical (see Note 2, On March 31, 2017, $250,000 10% 5% In April 2017, 500 $40,000. In August 2017, $160 $1 two $250,000 1,562.5 $160 1,690 On September 26, 2018, 3 December 31, 2018, $1,005,000 $200 December 17, 2018, 3 As of December 31, 2018, Shareholder Shares Percent BioLargo, Inc. 28,053 42.3 % Sanatio Capital (1) 11,520 17.4 % Scion Solutions (2) 15,500 23.4 % Other 11,222 16.9 % Total 66,295 Notes: ( 1 9,830 1,690 ( 2 not 15,500 3 Sanatio Capital purchased Series A Preferred shares in 2015. 8% five no 510 December 20, no December 31, 2018 $185,000. 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 Medical common stock and Preferred Shares as if the Preferred Shares had converted to Clyra Medical common stock. Holders of Preferred Shares may one one Preferred shares may one one one one |
Note 11 - BioLargo Engineering,
Note 11 - BioLargo Engineering, Science and Technologies, LLC | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Wholly-Owned Subsidiary [Text Block] | Note 11. In September 2017, three seven 12 two 100% no five 30% 2 five March 31, 2018 ( not 90% 10% first September 2018. 8 September 8, 2017. The Compensation Committee met on September 26, 2018 not not one |
Note 12 - Business Segment Info
Note 12 - Business Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 12. BioLargo currently has four four 1. Odor- No 2. BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations as needed (located in Oak Ridge, Tennessee); 3. BioLargo Water -- which historically focused entirely on R&D, and has now shifted its focus to commercializing the AOS technology (located in Edmonton, Alberta Canada); and 4. Clyra Medical -- which is engaged in developing medical products and preparing launch into commercial activity with approval of its FDA 510 Historically, none No third December 31, 2018, No $417,000 $500,000 2017 $1 2018 The segment information for the years December 31, 2017 2018, 2017 2018 Revenues Odor-No-More $ 504 $ 1,123 BLEST 12 241 Consolidated revenue $ 516 $ 1,364 Cost of goods/services Odor-No-More $ (315 ) $ (571 ) BLEST (8 ) (172 ) Consolidated costs of goods/services $ (323 ) $ (743 ) Net loss Odor-No-More $ (500 ) $ (433 ) BLEST (90 ) (750 ) Clyra Medical (915 ) (883 ) BioLargo Water (741 ) (571 ) Corporate (7,301 ) (8,059 ) Consolidated net loss $ (9,547 ) $ (10,696 ) 2017 2018 Assets, net Odor-No-More $ 211 $ 219 BLEST — 250 Clyra Medical 529 462 BioLargo Water 64 34 Corporate 692 2,220 Consolidated assets, net $ 1,496 $ 3,185 |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13. Calvert Employment Agreement On May 2, 2017, April 30, 2007. The Calvert Employment Agreement provides that Mr. Calvert will continue to serve as our President and Chief Executive Officer and receive base compensation equal to his current rate of pay of $289,000 December 31, 2018, one $147,000 6 four may Pursuant to the Calvert Employment Agreement, we granted Mr. Calvert a non-qualified stock option (the “Option”) to purchase 3,731,322 $0.45 ten five 7 not 1,500,000 $3 $3 12 The Calvert Employment Agreement has a term of five may 120 360 one one one one The Calvert Employment Agreement requires Mr. Calvert to keep certain information confidential, not Office Leases We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the years ended December 31, 2017 2018, $183,000 $213,000, Future minimum lease payments as of December 31, 2018 Total 2019 $ 229 2020 231 Total future minimum lease payments $ 460 Clyra Medical Consulting Agreement Our partially owned subsidiary Clyra Medical (see Note 10 10 $23,000 four not $1.1 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 14. Management has evaluated subsequent events through the date of the filing of this Annual Report and management noted the following for disclosure. Debt obligations – Extension of notes due January 5, 2019 By letter dated January 3, 2019, two $400,000 first $280,000, second $120,000 60 March 6, 2019, 5 10%, two $440,000 January 3, 2019. On March 5, 2019, two June 6, 2019, may September 6, 2019 10%. March 5, 2019 12% 18%, March 7, 2019, two 1,387,500 $0.25 September 19, 2023. $0.20 1,734,375. $346,875 600,000 750,000 $0.20 Debt Obligations –Convertible Note, matures April 15, 2019 ( On January 7, 2019, December 14, 2017 ( 2017 5 April 15, 2019. $605,100. five 80% 25 20% 15%, 15% 30% 25% Per the guidance of ASC 470 50, 10% 2017 10% $746,000 5% 90 Subsequent to the January 7, 2019 $225,000 2017 1,679,248 April 15, 2019 July 15, 2019, 10%. $420,452 Concurrently with the January 7, 2019 2017 $300,000 2019 $330,000, nine October 7, 2019). 2019 one 12%. 2019 65% 25 2019 4.99% may 2019 90 10 120% 10 2019 2019 not November 6, 2018). With respect to the above transactions with Vista Capital, Lincoln Park Capital Fund, LLC agreed to waive the provisions of the Purchase Agreement dated August 25, 2017, 250,000 $0.25 five not Debt Obligations – Payment of Note due January 11, 2019 ( On January 9, 2019, October 12, 2018 ( 5 7 no Debt Obligations – Note due November 5, 2019 ( On January 31, 2019, 12% $495,000 $330,000, $300,000 February 5, 2019, 10% November 5, 2019. $150,000 March 7, 2019, $495,000. The Tangiers Note is convertible at the option of Tangiers at a conversion price equal to 75% 25 may 180 90 25%; 91 180 30%. may not 144 10 six may 22% 25% In connection with the Tangiers Note, the Company caused its transfer agent to reserve 3,000,000 With respect to the above transaction with Tangiers, Lincoln Park consented to waive the provisions of the Purchase Agreement dated August 25, 2017 50,000 $0.25 five not Chief Financial Officer Contract Extension On January 16, 2019, February 1, 2008 ( January 16, 2019 ( September 30, 2019 ( September 30, 2018. December 31, 2017 For the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase 300,000 January 16, 2019 $0.223, January 16, 2029, 75,000 December 31, 2018, 25,000 January 31, 2019, 2018 The issuance of the Option is Mr. Dargan’s sole source of compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no no not F- 35 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Clyra Medical. Management believes Clyra Medical’s financial statements are appropriately consolidated with that of the Company after reviewing the guidance of ASC Topic 810 , not 42.3% 10 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, translation 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 The Company considers all highly liquid investments with maturities of three one $250,000 not As of December 31, 2017 2018, 2017 2018 Biolargo, Inc. and wholly owned subsidiaries $ 462 $ 193 Clyra Medical Technologies, Inc. 528 462 Total $ 990 $ 655 |
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 as of December 31, 2017 $3,000. December 31, 2018, |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Concentration We have a limited number of customers that account for significant portions of our revenue. During the years ended December 31, 2017 2018, three one 10% 2017 2018 Customer A 27 % <10 % Customer B 24 % 33 % Customer C 11 % <10 % We had five 10% December 31, 2017 two December 31, 2018 2017 2018 Customer X 19 % 12 % Customer Y 10 % 31 % Customer Z 12 % <10 % Customer AA 12 % <10 % Customer BB 10 % <10 % |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of December 31, 2017 2018 $3,000. December 31, 2017 2018, 2017 2018 Raw material $ 34 $ 14 Finished goods 20 12 Total $ 54 $ 26 |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Other Assets Other Assets consisted of security deposits of $35,000 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not December 31, 2017 2018, no |
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, 2017 2018, |
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, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation Expense We recognize compensation expense for stock option awards on a straight-line basis for employees over the applicable service period of the award, which is the vesting period. We recognize compensation expense for stock option awards for non-employees at the fair value on the grant date. Generally, the options issued to non-employees have been earned upon issuance. For the instances that options are issued to non-employees with a vesting schedule, the fair value is recorded on each vesting date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model. For equity instruments issued and outstanding where performance is not The following methodology and assumptions were used to calculate share-based compensation for the years ended December 31, 2017 2018: 2017 2018 Non Plan 2007 Plan Non Plan 20 18 Plan Risk free interest rate 2.29 – 2.43 % 2.31 – 2.40 % 2.43 – 2.91 % 2.89 – 2.91 % Expected volatility 563 – 601 % 578 – 601 % 538 – 563 % 489 – 548 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 7 5 7 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 Historically, we have not |
Warrant Policy [Policy Text Block] | Warrants Warrants issued with our convertible and non-convertible debt instruments are accounted for under the fair value and relative fair value method. The warrant is first not. not If the warrant is determined to not Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received. |
Non Cash Transactions [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 We adopted ASU 2014 09, 606, January 1, 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Step 2: Step 3: Step 4: Step 5: We have revenue from two No No No No BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed. BLEST’s contracts typically call for invoicing for time and materials incurred for that contract. To date, there have been no In the future, we may one |
Government Grants [Policy Text Block] | Government Grants We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first 2015 65 $3.6 third third six eighteen not The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None may Not no |
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” not not” no |
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 (excluding debt and equity instruments) as of December 31, 2017 2018 |
Tax Credits [Policy Text Block] | Tax Credits Our research and development activities in Canada may not |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2018, No. 2018 13, 820 820, The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, not not In June 2018, No. 2018 07, 718 718 718 718 718 not 1 2 606, December 15, 2018, not not In February 2016, No. 2016 02, January 1, 2019 July 2018. not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | 2017 2018 Biolargo, Inc. and wholly owned subsidiaries $ 462 $ 193 Clyra Medical Technologies, Inc. 528 462 Total $ 990 $ 655 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | 2017 2018 Customer A 27 % <10 % Customer B 24 % 33 % Customer C 11 % <10 % 2017 2018 Customer X 19 % 12 % Customer Y 10 % 31 % Customer Z 12 % <10 % Customer AA 12 % <10 % Customer BB 10 % <10 % |
Schedule of Inventory, Current [Table Text Block] | 2017 2018 Raw material $ 34 $ 14 Finished goods 20 12 Total $ 54 $ 26 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2017 2018 Non Plan 2007 Plan Non Plan 20 18 Plan Risk free interest rate 2.29 – 2.43 % 2.31 – 2.40 % 2.43 – 2.91 % 2.89 – 2.91 % Expected volatility 563 – 601 % 578 – 601 % 538 – 563 % 489 – 548 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 7 5 7 7 |
Note 4 - Lincoln Park Financi_2
Note 4 - Lincoln Park Financing (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Stock Issued [Table Text Block] | Year ended December 31, 2017 Year ended December 31, 2018 Shares sold to Lincoln Park 1,199,991 2,891,749 Additional Commitment Shares issued to Lincoln Park 24,991 41,016 Total shares issued to Lincoln Park: 1,224,982 2,932,765 Gross proceeds to BioLargo: $ 511,000 $ 839,000 |
Note 5 - Debt Obligations (Tabl
Note 5 - Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | 201 7 201 8 C urrent liabilities : Notes payable, mature January 5, 2019 (1) $ — $ 400 Line of credit, matures September 1, 2019 or later (on 30 day demand) — 430 Convertible notes payable: Convertible notes, mature June 1, 2018 4,469 — Convertible notes, mature July 18, 2018 280 — Convertible notes, mature December 31, 2019 ( 2 ) — 75 Convertible notes, mature January 11, 2019 ( 1 ) — 300 Convertible note, matures April 15, 2019 (1) 500 550 Convertible note, matures July 20, 2019 ( 2 ) — 440 Total convertible notes payable $ 5,249 $ 1,365 Total current liabilities $ 5,249 $ 2,195 L ong-term liabilities : Note payable issued by Clyra Medical to Scion, matures June 17, 2020 (See Notes 3 and 10) — 1,007 Convertible notes payable, mature September 17, 2019 284 — Convertible notes payable, mature December 31, 2019 (1) 292 — Convertible notes payable, mature June 20, 2020 ( 1 ) 523 25 Convertible notes payable, mature July 20, 2019 440 — Convertible notes payable, mature April 20, 2021 ( 1 ) — 100 Convertible notes, mature June 15, 2021 ( 1 ) — 110 Note payable, matures March 8, 2023 (or on demand 60 days’ notice) — 50 Total long-term liabilities $ 1,539 $ 1,292 Total $ 6,788 $ 3,487 |
Convertible Debt [Table Text Block] | 2018 Convertible notes payable, mature June 1, 2018 $ 3,647 Convertible notes payable, mature September 17, 2019 284 Convertible notes payable, mature December 31, 2019 217 Convertible notes payable, mature June 20, 2020 478 Total debt converted into shares, May 2018 $ 4,626 |
Note 6 - Share-based Compensa_2
Note 6 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Aggregate As of December 31 , 2018: Options Exercise Price per intrinsic Outstanding Price per share share V alue (1) Inception, June 22, 2018 — Granted 1,318,517 $ 0.22 – 0.43 $ 0.34 Expired — — — Balance, December 31, 2018 1,318,517 $ 0.22 – 0.43 $ 0.34 $ 1,000 |
The 2007 Equity Incentive Plan [Member] | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding p rice per share share Value (1) Balance, December 31, 2016 9,916,586 $ 0.22 – 1.89 $ 0.44 Granted 340,000 0.39 – 0.69 0.65 Expired (425,000 ) 0.40 – 0.94 0.91 Not issued, 2007 Plan closed September 2017 — Balance, December 31, 2017 9,831,586 0.22 – 1.89 0.44 Expired (140,000 ) 0.35 – 1.89 1.41 Balance, December 31, 2018 9,691,586 $ 0.23 – 0.94 $ 0.43 $ <1,000 Weighted Non-plan a verage Aggregate Options Exercise p rice per intrinsic o utstanding p rice per share share value (1) Balance, December 31, 2016 20,148,766 $ 0.18 – 1.00 $ 0.40 Granted 7,765,401 0.39 – 0.69 0.46 Exercised (3,866,630 ) 0.18 0.18 Expired (4,029,129 ) 0.18 0.18 Balance, December 31, 2017 20,018,408 0.25 – 1.00 0.51 Granted 1,701,088 0.23 – 0.43 0.26 Expired (2,400,000 ) 0.99 0.99 Balance, December 31, 2018 19,319,496 $ 0.23 – 1.00 $ 0.43 Outstanding, December 31, 2018 19,319,496 $ 0.23 – 1.00 $ 0.43 Unvested (90,000 ) 0.26 – 0.28 0.27 Vested and outstanding, December 31, 2018 19,229,496 $ 0.23 – 1.00 $ 0.43 $ 1,000 |
Note 7 - Warrants (Tables)
Note 7 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted a verage Aggregate Warrants Exercise p rice per intrinsic o utstanding p rice per share share value (1) Balance, December 31, 2016 20,035,114 $ 0.25 – 1.00 $ 0.45 Granted 2,289,703 0.42 – 0.70 0.41 Exercised (510,000 ) 0.30 0.30 Expired (250,000 ) 0.40 0.40 Balance, December 31, 2017 22,104,817 0.25 – 1.00 0.45 Granted 7,451,013 0.25 – 0.48 0.29 Expired (2,683,400 ) 0.40 0.40 Balance, December 31, 2018 26,872,430 $ 0.25 – 1.00 $ 0.43 Outstanding, December 31, 2018 26,872,430 $ 0.25 – 1.00 $ 0.42 Unvested (87,500 ) 0.35 0.35 Vested and outstanding, December 31, 2018 26,784,930 $ 0.25 – 1.00 $ 0.42 $ — |
Schedule Of Assumptions Used To Determine Fair Value Of Warrants [Table Text Block] | 2017 2018 Risk free interest rate 1.71 – 2.10% 2.54 – 3.00% Expected volatility 221 – 297% 105 – 127% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 – 5 3 – 5 |
Note 8 - Accounts Payable and_2
Note 8 - Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December December 31, 2017 31, 2018 Accounts payable and accrued expense $ 88 $ 302 Accrued interest 51 122 Accrued payroll 85 77 Total accounts payable and accrued expenses $ 224 $ 501 |
Note 10 - Noncontrolling Inte_2
Note 10 - Noncontrolling Interest - Clyra Medical (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Other Ownership Interests [Table Text Block] | Shareholder Shares Percent BioLargo, Inc. 28,053 42.3 % Sanatio Capital (1) 11,520 17.4 % Scion Solutions (2) 15,500 23.4 % Other 11,222 16.9 % Total 66,295 |
Note 12 - Business Segment In_2
Note 12 - Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2017 2018 Revenues Odor-No-More $ 504 $ 1,123 BLEST 12 241 Consolidated revenue $ 516 $ 1,364 Cost of goods/services Odor-No-More $ (315 ) $ (571 ) BLEST (8 ) (172 ) Consolidated costs of goods/services $ (323 ) $ (743 ) Net loss Odor-No-More $ (500 ) $ (433 ) BLEST (90 ) (750 ) Clyra Medical (915 ) (883 ) BioLargo Water (741 ) (571 ) Corporate (7,301 ) (8,059 ) Consolidated net loss $ (9,547 ) $ (10,696 ) 2017 2018 Assets, net Odor-No-More $ 211 $ 219 BLEST — 250 Clyra Medical 529 462 BioLargo Water 64 34 Corporate 692 2,220 Consolidated assets, net $ 1,496 $ 3,185 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Total 2019 $ 229 2020 231 Total future minimum lease payments $ 460 |
Note 1 - Business and Organiz_2
Note 1 - Business and Organization (Details Textual) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (10,696,000) | $ (9,547,000) | |
Net Cash Provided by (Used in) Operating Activities, Total | (3,891,000) | (4,284,000) | |
Working Capital | 1,536,000 | ||
Assets, Current, Total | 955,000 | 1,158,000 | |
Revenue from Contract with Customer, Including Assessed Tax | 1,364,000 | 516,000 | |
Cash Provided by Financing Activities | 3,642,000 | ||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 655,000 | $ 990,000 | $ 1,910,000 |
Listing Application, Expected Proceeds from Offering | $ 7,500,000 | ||
Number of Wholly-Owned Subsidiaries | 5 | ||
Clyra Medical Technology Inc [Member] | Biolargo [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 42.30% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash, FDIC Insured Amount | $ 250,000 | |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | $ 3,000 | |
Inventory Valuation Reserves, Ending Balance | 3,000 | 3,000 |
Security Deposit | 35,000 | |
Impairment of Long-Lived Assets Held-for-use | $ 0 | $ 0 |
Customer Concentration Risk [Member] | Revenue from Contract with Customer [Member] | ||
Number of Major Customers | 1 | 3 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Number of Major Customers | 2 | 5 |
Clyra [Member] | Biolargo [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 42.30% | |
Canadian Government Grants [Member] | ||
Number of Grants Received | 65 | |
Grants Receivable | $ 3.60 | |
Canadian Government Grants [Member] | Minimum [Member] | ||
Grant Term | 180 days | |
Canadian Government Grants [Member] | Maximum [Member] | ||
Grant Term | 1 year 180 days |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Summary of Cash Balances (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 655,000 | $ 990,000 | $ 1,910,000 |
Parent Company [Member] | |||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 193,000 | 462,000 | |
Noncontrolling Interest [Member] | |||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 462,000 | $ 528,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Credit Concentration (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer A [Member] | Revenue from Contract with Customer [Member] | ||
Credit concentration | 10.00% | 27.00% |
Customer X [Member] | Accounts Receivable [Member] | ||
Credit concentration | 12.00% | 19.00% |
Customer B [Member] | Revenue from Contract with Customer [Member] | ||
Credit concentration | 24.00% | |
Customer B [Member] | Revenue from Contract with Customer [Member] | Maximum [Member] | ||
Credit concentration | 33.00% | |
Customer Y [Member] | Accounts Receivable [Member] | ||
Credit concentration | 31.00% | 10.00% |
Customer C [Member] | Revenue from Contract with Customer [Member] | ||
Credit concentration | 11.00% | |
Customer C [Member] | Revenue from Contract with Customer [Member] | Maximum [Member] | ||
Credit concentration | 10.00% | |
Customer Z [Member] | Accounts Receivable [Member] | ||
Credit concentration | 10.00% | 12.00% |
Customer AA [Member] | Accounts Receivable [Member] | ||
Credit concentration | 10.00% | 12.00% |
Customer BB [Member] | Accounts Receivable [Member] | ||
Credit concentration | 10.00% | 10.00% |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Raw material | $ 14 | $ 34 |
Finished goods | 12 | 20 |
Total | $ 26 | $ 54 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non Plan [Member] | ||
Life in years (Year) | 7 years | 7 years |
Non Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 2.43% | 2.29% |
Expected volatility | 538.00% | 563.00% |
Non Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 2.91% | 2.43% |
Expected volatility | 563.00% | 601.00% |
The 2007 Equity Incentive Plan [Member] | ||
Life in years (Year) | 5 years | |
The 2007 Equity Incentive Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 2.31% | |
Expected volatility | 578.00% | |
The 2007 Equity Incentive Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 2.40% | |
Expected volatility | 601.00% | |
2018 Equity Incentive Plan [Member] | ||
Life in years (Year) | 7 years | |
2018 Equity Incentive Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 2.89% | |
Expected volatility | 489.00% | |
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 2.91% | |
Expected volatility | 548.00% |
Note 3 - Acquisition of In-pr_2
Note 3 - Acquisition of In-process Research and Development (Details Textual) - USD ($) | Sep. 26, 2018 | Dec. 31, 2018 |
Business Combination, Shares Acquired | 12,755 | |
Clyra [Member] | ||
Debt Instrument, Extension Period | 1 year | |
Debt Instrument, Term | 1 year 180 days | |
Scion Acquisition [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 21,000 | |
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250,000 | |
Business Acquisition, Base Capital Requirement for Escrow Release | 1,000,000 | |
Business Acquisition, Gross Revenue, Tranche One | 100,000 | |
Business Acquisition, Gross Revenue, Tranche Two | 100,000 | |
Business Acquisition, Gross Revenue, Tranche Three | 500,000 | |
Business Acquisition, Gross Revenue, Tranche Four | 1,000,000 | |
Business Acquisition, Gross Revenue, Tranche Five | $ 2,000,000 | |
Scion Acquisition [Member] | Clyra [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Debt Instrument, Percent of Investment Proceeds | 25.00% | |
Debt Instrument, Percent of Gross Revenue | 5.00% | |
Scion Acquisition [Member] | Clyra Acquisition, Common Stock [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,000 | 15,500 |
Scion Acquisition [Member] | Clyra Acquisition, Common Stock Redeemable for BioLargo Common Shares [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,142,858 | |
Stock Redeemed Upon Vesting of 10,000 Clyra Acquisition Shares, Shares | 10,000 | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,286,000 |
Note 4 - Lincoln Park Financi_3
Note 4 - Lincoln Park Financing (Details Textual) - Lincoln Park Capital Fund, LLC [Member] - USD ($) | Aug. 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock Purchase Agreement, Maximum Amount of Common Stock | $ 10,000,000 | ||
Stock Purchase Agreement, Maximum Shares of Common Stock to be Sold in a Single Business Day, Tier One | 50,000 | ||
Stock Purchase Agreement, Maximum Shares of Common Stock to be Sold in a Single Business Day, Tier Two | 75,000 | ||
Stock Purchase Agreement, Maximum Shares of Common Stock to be Sold in a Single Business Day, Tier Three | 100,000 | ||
Stock Purchase Agreement, Maximum Shares of Common Stock to be Sold in a Single Business Day, Tier Four | 200,000 | ||
Stock Purchase Agreement, Maximum Value of Total Common Stock to be Sold in a Single Business Day | $ 500,000 | ||
Stock Issued During Period, Shares, New Issues | 488,998 | 2,891,749 | 1,199,991 |
Pro Forma Information, Stock Purchase Agreement, Stock Purchase Requested | $ 25,000 | ||
Pro Forma Information, Stock Purchase Agreement, Stock Purchase Requested, Additional Commitment Common Stock Issued | 1,222 | ||
Pro Forma Information, Stock Purchase Agreement, Additional Commitment Shares, Numerator Value of Total Shares Calculation | $ 25,000 | ||
Pro Forma Information, Stock Purchase Agreement, Additional Commitment Shares, Denominator Value of Total Shares Calculation | $ 10,000,000 | ||
Pro Forma Information, Stock Purchase Agreement, Additional Commitment Shares, Multiplier of Total Shares Calculation | 488,998 | ||
Maximum [Member] | |||
Stock Purchase Agreement, Share Price, Tier One | $ 0.50 | ||
Stock Purchase Agreement, Share Price, Tier Two | 0.74 | ||
Stock Purchase Agreement, Share Price, Tier Three | 1.24 | ||
Minimum [Member] | |||
Stock Purchase Agreement, Share Price, Tier Two | 0.50 | ||
Stock Purchase Agreement, Share Price, Tier Three | 0.75 | ||
Stock Purchase Agreement, Share Price, Tier Four | $ 1.25 |
Note 4 - Lincoln Park Financi_4
Note 4 - Lincoln Park Financing - Purchase Agreement (Details) - USD ($) | Aug. 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Gross proceeds to BioLargo: | $ 839,000 | $ 511,000 | |
Lincoln Park Capital Fund, LLC [Member] | |||
Shares sold to Lincoln Park (in shares) | 488,998 | 2,891,749 | 1,199,991 |
Additional Commitment Shares issued to Lincoln Park (in shares) | 41,016 | 24,991 | |
Total shares issued to Lincoln Park: (in shares) | 2,932,765 | 1,224,982 | |
Gross proceeds to BioLargo: | $ 839,000 | $ 511,000 |
Note 5 - Debt Obligations (Deta
Note 5 - Debt Obligations (Details Textual) | Jan. 07, 2019USD ($) | Dec. 18, 2018USD ($)shares | Nov. 11, 2018USD ($)shares | Oct. 16, 2018USD ($)$ / sharesshares | Sep. 19, 2018USD ($) | Sep. 12, 2018USD ($) | Sep. 01, 2018USD ($) | Aug. 07, 2018USD ($) | Jul. 15, 2018USD ($)$ / sharesshares | Jul. 02, 2018USD ($)$ / sharesshares | Jun. 15, 2018USD ($)$ / shares | Jun. 01, 2018USD ($)$ / sharesshares | Mar. 26, 2018USD ($)$ / sharesshares | Mar. 08, 2018USD ($) | Mar. 01, 2018USD ($)$ / sharesshares | Feb. 09, 2018USD ($)shares | Feb. 08, 2018USD ($)$ / sharesshares | Jan. 16, 2018USD ($)$ / sharesshares | Dec. 18, 2017USD ($)$ / sharesshares | Jul. 20, 2017USD ($)$ / shares | May 24, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | May 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Jan. 16, 2019$ / shares | Sep. 30, 2018$ / shares | Feb. 12, 2018$ / shares | Dec. 29, 2017$ / shares | Sep. 30, 2017USD ($)$ / sharesshares | |
Interest Expense, Debt, Total | $ 3,862,000 | $ 3,494,000 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable, Total | $ 6,788,000 | 6,788,000 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,190,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,626,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Option, Percentage of Additional Funding Required, Holders With a Conversion Price Over $0.30 | 20.00% | |||||||||||||||||||||||||||||||||
Proceeds from Conversion Inducement | 357,000 | |||||||||||||||||||||||||||||||||
Induced Conversion of Convertible Debt Expense | 276,000 | |||||||||||||||||||||||||||||||||
Interest Expense, Total | $ 3,494,000 | 3,862,000 | ||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 0.3147 | $ 0.223 | ||||||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 400,000 | |||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (745,000) | |||||||||||||||||||||||||||||||||
Proceeds from Lines of Credit, Total | 430,000 | 250,000 | ||||||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | 1,539,000 | $ 1,292,000 | 1,539,000 | |||||||||||||||||||||||||||||||
Triton Fund LLC [Member] | ||||||||||||||||||||||||||||||||||
Interest Expense, Total | $ 42,000 | |||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 0.28 | |||||||||||||||||||||||||||||||||
Shares Donated | shares | 150,000 | |||||||||||||||||||||||||||||||||
Triton Warrant [Member] | ||||||||||||||||||||||||||||||||||
Discount On Convertible Note Payable | $ 225,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,000,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Call Feature, Exercise Period | 30 days | |||||||||||||||||||||||||||||||||
Vista Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,812,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 488,000 | |||||||||||||||||||||||||||||||||
Warrants Issued Concurrently to the Summer 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Discount On Convertible Note Payable | $ 524,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,246,906 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Call Feature, Exercise Period | 30 days | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Period Condition, Number of Trading Days Common Stock Closes at or above 2 Times the Exercise Price | 10 years | |||||||||||||||||||||||||||||||||
Proceeds from Issuance of Units | $ 604,000 | 524,000 | $ 80,000 | |||||||||||||||||||||||||||||||
Warrants Issued Concurrently to the Spring 2018 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Interest Expense, Total | $ 17,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 333,333 | 333,333 | 400,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.48 | $ 0.48 | $ 0.40 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Period Condition, Number of Trading Days Common Stock Closes at or above 2 Times the Exercise Price | 30 days | |||||||||||||||||||||||||||||||||
Note Payable, Maturing January 5, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 400,000 | |||||||||||||||||||||||||||||||||
Debt Instrument Extension Option Increase In Principal Percentage | 10.00% | |||||||||||||||||||||||||||||||||
Triton Fund Investment [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||
Bridge Loan | $ 225,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Repayment, Financing Threshold | 3,000,000 | |||||||||||||||||||||||||||||||||
Discount On Convertible Note Payable | $ 75,000 | |||||||||||||||||||||||||||||||||
Vista Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 666,668 | 208,100 | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 166,667 | $ 52,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net, Total | 92,000 | |||||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | 165,975 | |||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (166,667) | |||||||||||||||||||||||||||||||||
Notes Payable, Total | $ 550,000 | |||||||||||||||||||||||||||||||||
Vista Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (578,942) | |||||||||||||||||||||||||||||||||
Two Year Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.42 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 400,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Discount Percent | 10.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 2,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 171,000 | |||||||||||||||||||||||||||||||||
Line of Credit, Maturing September 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||||||
Proceeds from Lines of Credit, Total | $ 40,000 | $ 390,000 | ||||||||||||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 18.00% | |||||||||||||||||||||||||||||||||
Number of Trading Days Prior to Interest Payment Due Date if Paid by Issuance of Common Stock | 20 days | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||||||||
Debt Instrument, Call Notice Period | 30 years | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | |||||||||||||||||||||||||||||||||
Winter 2016 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.57 | |||||||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | $ 75,000 | $ 292,000 | ||||||||||||||||||||||||||||||||
Summer 2017 Unit Offering [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Total | $ 100,000 | $ 478,000 | 25,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 333,334 | 2,372,817 | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.42 | $ 0.30 | $ 0.394 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | $ 0.48 | ||||||||||||||||||||||||||||||||
Number of Trading Days Prior to Interest Payment Due Date if Paid by Issuance of Common Stock | 20 days | |||||||||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,500,000 | |||||||||||||||||||||||||||||||||
Debt Conversion before Maturity, Number of Trading Days Common Stock Closes at or above 3 Times the Unit Price | 10 days | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued for Principal | shares | 1,595,670 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued for Accrued Interest | shares | 777,146 | |||||||||||||||||||||||||||||||||
Convertible Notes, Maturing April 20, 2021 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 333,333 | 333,333 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.48 | |||||||||||||||||||||||||||||||||
Number of Trading Days Prior to Interest Payment Due Date if Paid by Issuance of Common Stock | 20 days | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | |||||||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | [1] | 100,000 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,500,000 | |||||||||||||||||||||||||||||||||
Debt Conversion before Maturity, Number of Trading Days Common Stock Closes at or above 3 Times the Unit Price | 10 days | |||||||||||||||||||||||||||||||||
Proceeds from Issuance of Units | $ 100,000 | |||||||||||||||||||||||||||||||||
OID Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 32,500 | $ 82,500 | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 25,000 | $ 75,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 10,000 | |||||||||||||||||||||||||||||||||
Note Payable, Maturing March 8, 2023 [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 50,000 | |||||||||||||||||||||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | $ 50,000 | |||||||||||||||||||||||||||||||||
FirstFire Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Commitment Fee | $ 11,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Additional Commitment Shares, New Issues | shares | 36,536 | |||||||||||||||||||||||||||||||||
Vista Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Additional Commitment Shares, New Issues | shares | 140,849 | |||||||||||||||||||||||||||||||||
Discount On Convertible Note Payable | $ 20,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Commitment Fee | shares | 250,000 | |||||||||||||||||||||||||||||||||
Vista Purchase Agreement [Member] | Additional Paid-in Capital [Member] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Commitment Fee | $ 99,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Vista Capital [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.394 | $ 0.394 | $ 0.25 | $ 0.394 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 500,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Vista Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Percentage | 20.00% | |||||||||||||||||||||||||||||||||
Early Conversion of Unit Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 17,255,811 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,626,000 | |||||||||||||||||||||||||||||||||
Maximum Conversion Price Available for Conversion Option of a Convertible Debt Instrument For Holders With Debt Instruments With a Conversion Price Over $0.30 | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||
Debt Conversion, Conversion Incentive, Conversion Price Reduced, Additional Shares Issued | shares | 966,318 | |||||||||||||||||||||||||||||||||
Early Conversion of Unit Notes with 0.25 Conversion Prices [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Incentive Shares Issuable for Payment of Interest, Calculated Price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
Debt Conversion, Conversion Incentive, Input, Interest | $ 1,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Incentive Shares Issuable for Payment of Interest | $ / shares | $ 1.50 | |||||||||||||||||||||||||||||||||
Debt Conversion, Conversion Incentive, Output, Number of Incentive Shares | shares | 6,000 | |||||||||||||||||||||||||||||||||
Early Conversion of Unit Notes with 0.30 Conversion Prices [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||
Convertible Notes With Original Conversion Prices of $0.35 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Option, Percentage of Additional Funding Required, Holders With a Conversion Price Over $0.30 | 6.00% | |||||||||||||||||||||||||||||||||
Convertible Notes With Original Conversion Prices of $0.55 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.55 | |||||||||||||||||||||||||||||||||
Convertible Notes With Original Conversion Prices of $0.57 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.57 | |||||||||||||||||||||||||||||||||
Unit Notes Reduced Conversion Price to 0.30 [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from Conversion Inducement | $ 357,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Conversion Incentive, Conversion Price Reduce, Additional Share Issue Upon Conversion | shares | 2,749,197 | |||||||||||||||||||||||||||||||||
Induced Conversion of Convertible Debt Expense | $ 632,000 | |||||||||||||||||||||||||||||||||
Interest Expense, Total | $ 276,000 | |||||||||||||||||||||||||||||||||
Conversion of Unit Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,488,819 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 822,000 | |||||||||||||||||||||||||||||||||
Conversion of Unit Notes, Principal, With Conversion Price 0.25, 0.35 and 0.55 [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,411,004 | |||||||||||||||||||||||||||||||||
Conversion of Unit Notes, Unpaid Interest [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 77,815 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Accrued Interest Amount | $ 20,000 | |||||||||||||||||||||||||||||||||
Convertible Notes Maturing on July 18, 2018 [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,153,600 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 280,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Accrued Interest Amount | 9,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 280,000 | |||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||
First Fire [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 383,047 | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 96,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Share, Paid for Interest | shares | 11,902 | |||||||||||||||||||||||||||||||||
First Fire [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 217,960 | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.394 | $ 0.394 | $ 0.25 | $ 0.394 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||
Short-term Debt, Total | $ 54,000 | |||||||||||||||||||||||||||||||||
FirstFire Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Commitment Shares | shares | 75,000 | |||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 0.39 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Commitment Fee | $ 29,000 | |||||||||||||||||||||||||||||||||
[1] | See Note 14 "Subsequent Events" |
Note 5 - Debt Obligations - Sch
Note 5 - Debt Obligations - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Notes payable | $ 400 | ||
Convertible notes | 1,365 | 5,249 | |
Total current liabilities | 2,195 | 5,249 | |
Long-term Debt, Excluding Current Maturities, Total | 1,292 | 1,539 | |
Total | 3,487 | 6,788 | |
Notes Payable, Maturing January 5, 2019 [Member] | |||
Notes payable | 400 | ||
Line of Credit, Maturing September 1, 2019 [Member] | |||
Line of credit, matures September 1, 2019 or later (on 30 day demand) | [1] | 430 | |
Convertible Notes Maturing on June 1, 2018 [Member] | |||
Convertible notes | 4,469 | ||
Convertible Notes Maturing on July 18, 2018 [Member] | |||
Convertible notes | 280 | ||
Convertible Notes Maturing on December 31, 2019 [Member] | |||
Convertible notes | [2] | 75 | |
Long-term Debt, Excluding Current Maturities, Total | [1] | 292 | |
Convertible Notes Maturing January 11, 2019 [Member] | |||
Convertible notes | [1] | 300 | |
Convertible Note Maturing October 16, 2018 [Member] | |||
Convertible notes | [1] | 550 | 500 |
Convertible Notes Maturing on July 20, 2019 [Member] | |||
Convertible notes | [2] | 440 | |
Convertible Notes Issued by Clyra Medical Maturing on June 17, 2020 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | 1,007 | ||
Convertible Notes Maturing on September 17, 2019 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | 284 | ||
Convertible Notes, Maturing on June 20, 2020 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | [1] | 25 | 523 |
Convertible Notes, Maturing July 20, 2019 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | 440 | ||
Convertible Notes, Maturing April 20, 2021 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | [1] | 100 | |
Convertible Notes, Mature June 15, 2021 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | 110 | ||
Note Payable, Maturing March 8, 2023 [Member] | |||
Long-term Debt, Excluding Current Maturities, Total | $ 50 | ||
[1] | See Note 14 "Subsequent Events" | ||
[2] | These notes are convertible at our option at maturity. |
Note 5 - Debt Obligations - Ear
Note 5 - Debt Obligations - Early Conversion of Unit Notes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Debt Conversion, Original Debt, Amount | $ 4,626 |
Convertible Notes Maturing on June 1, 2018 [Member] | |
Debt Conversion, Original Debt, Amount | 3,647 |
Convertible Notes Maturing on June 17, 2019 [Member] | |
Debt Conversion, Original Debt, Amount | 284 |
Convertible Notes Maturing on December 31, 2019 [Member] | |
Debt Conversion, Original Debt, Amount | 217 |
Convertible Notes, Maturing on June 20, 2020 [Member] | |
Debt Conversion, Original Debt, Amount | $ 478 |
Note 6 - Share-based Compensa_3
Note 6 - Share-based Compensation (Details Textual) - USD ($) | Jun. 22, 2018 | Dec. 29, 2017 | Oct. 23, 2017 | Oct. 17, 2017 | Sep. 07, 2017 | Sep. 05, 2017 | Jun. 19, 2017 | May 02, 2017 | Apr. 30, 2017 | Feb. 10, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 16, 2019 | Feb. 08, 2018 |
Shares Issued, Price Per Share | $ 0.25 | $ 0.25 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 908,000 | $ 462,000 | |||||||||||||||
Share Price | $ 0.223 | $ 0.3147 | |||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.24 | $ 0.24 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,318,517 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.34 | ||||||||||||||||
The 2007 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.24 | $ 0.24 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 340,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 140,000 | 425,000 | |||||||||||||||
Non Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.24 | $ 0.24 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,701,088 | 7,765,401 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 2,400,000 | 4,029,129 | |||||||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 1,335,000 | $ 1,103,000 | |||||||||||||||
Maximum [Member] | The 2007 Equity Incentive Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||
President and Chief Executive Officer [Member] | |||||||||||||||||
Employment Agreement, Common Stock, Expect to Grant, Subject to Lock-Up Agreement | 1,500,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,731,322 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||
Employment Agreement, Term | 5 years | ||||||||||||||||
Employment Agreement, Lock-up Agreement, Successful Commercialization, Minimum Cash Receipt | $ 3,000,000 | ||||||||||||||||
Employment Agreement, Lock-up Agreement, Minimum Revenue Recognized | $ 3,000,000 | ||||||||||||||||
President and Chief Executive Officer [Member] | Non-Qualified Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 336,000 | $ 196,000 | |||||||||||||||
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 | $ 0.45 | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Granted in Period, Fair Value | $ 1,679,000 | ||||||||||||||||
President and Chief Executive Officer [Member] | 2007 Stock Option [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,866,630 | ||||||||||||||||
Investment Options, Exercise Price | $ 0.18 | ||||||||||||||||
Share Price | $ 0.51 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 3,866,629 | ||||||||||||||||
President and Chief Executive Officer [Member] | Shares Issued for the Exercise of 2007 Stock Option [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,501,937 | ||||||||||||||||
Officer [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,131,036 | 148,705 | |||||||||||||||
Shares Issued, Price Per Share | $ 0.39 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 319,000 | $ 58,000 | |||||||||||||||
Lock-up Agreement, Vesting Requirement, Commercialization of Product, Receipt in Cash | 3,000,000 | ||||||||||||||||
Lock-up Agreement, Vesting Requirement, Commercialization of Product, Revenue | $ 3,000,000 | ||||||||||||||||
Officer [Member] | Minimum [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.24 | $ 0.24 | |||||||||||||||
Officer [Member] | Maximum [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.43 | $ 0.43 | |||||||||||||||
Consultants [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,125,281 | 2,272,116 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,012,000 | $ 1,078,000 | |||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.23 | $ 0.23 | $ 0.39 | ||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.42 | 0.42 | $ 0.70 | ||||||||||||||
Employees and Consultants [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 630,289 | ||||||||||||||||
Employees and Consultants [Member] | Selling, General and Administrative Expenses [Member] | 2018 Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 187,000 | ||||||||||||||||
Employees and Consultants [Member] | Minimum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.22 | 0.22 | |||||||||||||||
Employees and Consultants [Member] | Maximum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.43 | 0.43 | |||||||||||||||
Board Of Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 688,228 | ||||||||||||||||
Board Of Directors [Member] | Selling, General and Administrative Expenses [Member] | 2018 Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 203,000 | ||||||||||||||||
Board Of Directors [Member] | Minimum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.24 | 0.24 | |||||||||||||||
Board Of Directors [Member] | Maximum [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.43 | $ 0.43 | |||||||||||||||
Non-employee Members of the Board of Directors [Member] | The 2007 Equity Incentive Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.43 | ||||||||||||||||
Non-employee Members of the Board of Directors [Member] | Selling, General and Administrative Expenses [Member] | The 2007 Equity Incentive Plan [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 16,000 | ||||||||||||||||
Chief Financial Officer [Member] | The 2007 Equity Incentive Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.69 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 125,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 25,000 | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Granted in Period, Fair Value | $ 207,000 | ||||||||||||||||
Chief Financial Officer [Member] | Non Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.39 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 25,000 | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Granted in Period, Fair Value | $ 117,000 | ||||||||||||||||
Chief Financial Officer [Member] | Selling, General and Administrative Expenses [Member] | Non Plan [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 88,000 | $ 29,000 | |||||||||||||||
Board of Directors and Vendors [Member] | Non Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,701,088 | 1,433,999 | |||||||||||||||
Board of Directors and Vendors [Member] | Non Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 434,000 | $ 716,000 | |||||||||||||||
Board of Directors and Vendors [Member] | Selling, General and Administrative Expenses [Member] | Non Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 414,000 | ||||||||||||||||
Board of Directors and Vendors [Member] | Selling, General and Administrative Expenses [Member] | Non Plan [Member] | Employee Stock Option [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 20,000 | ||||||||||||||||
Board of Directors and Vendors [Member] | Minimum [Member] | Non Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | 0.39 | $ 0.39 | $ 0.39 | ||||||||||||||
Board of Directors and Vendors [Member] | Maximum [Member] | Non Plan [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.67 | $ 0.67 | $ 0.67 | ||||||||||||||
Secretary [Member] | Non Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.45 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 10,000 | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Granted in Period, Fair Value | $ 45,000 | ||||||||||||||||
Secretary [Member] | Selling, General and Administrative Expenses [Member] | Non Plan [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 34,000 | $ 9,000 | |||||||||||||||
Employee and Member of BioLargo Maritime Solutions [Member] | Non Plan [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.47 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 10,000 | ||||||||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Granted in Period, Fair Value | $ 94,000 | ||||||||||||||||
Employee and Member of BioLargo Maritime Solutions [Member] | Selling, General and Administrative Expenses [Member] | Non Plan [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | 75,000 | $ 19,000 | |||||||||||||||
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | Non-Qualified Stock Option [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | Non Plan [Member] | Non-Qualified Stock Option [Member] | |||||||||||||||||
Allocated Share-based Compensation Expense, Total | $ 0 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.45 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||
Employment Agreement, Term | 5 years |
Note 6 - Share-based Compensa_4
Note 6 - Share-based Compensation - Stock Options (Details) - 2018 Equity Incentive Plan [Member] - USD ($) | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | ||
Options outstanding, granted (in shares) | 1,318,517 | ||
Weighted average price per share, granted (in dollars per share) | $ 0.34 | ||
Options outstanding, balance (in shares) | 1,318,517 | ||
Weighted average price per share, balance (in dollars per share) | $ 0.34 | ||
Aggregate intrinsic value, balance | [1] | $ 1,000 | |
Minimum [Member] | |||
Exercise price per share, granted (in dollars per share) | 0.22 | ||
Exercise price per share, balance (in dollars per share) | 0.22 | $ 0.22 | |
Exercise price per share, balance (in dollars per share) | 0.22 | ||
Maximum [Member] | |||
Exercise price per share, granted (in dollars per share) | 0.43 | ||
Exercise price per share, balance (in dollars per share) | 0.43 | $ 0.43 | |
Exercise price per share, balance (in dollars per share) | $ 0.43 | ||
[1] | Aggregate intrinsic value based on closing stock price of $0.24 at December 31, 2018. |
Note 6 - Share-based Compensa_5
Note 6 - Share-based Compensation - Stock Options Issued Under the 2007 Equity Incentive Plan (Details) | 12 Months Ended | ||
Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | ||
The 2007 Equity Incentive Plan [Member] | |||
Options outstanding, Balance (in shares) | shares | 9,831,586 | 9,916,586 | |
Exercise price per share, Balance (in dollars per share) | $ 1.89 | $ 1.89 | |
Options outstanding, granted (in shares) | shares | 340,000 | ||
Exercise price per share, granted (in dollars per share) | $ 0.69 | ||
Options outstanding, expired (in shares) | shares | (140,000) | (425,000) | |
Exercise price per share, expired (in dollars per share) | $ 1.89 | $ 0.94 | |
Options outstanding, Balance (in shares) | shares | 9,691,586 | 9,831,586 | |
Exercise price per share, balance (in dollars per share) | $ 0.94 | $ 1.89 | |
Weighted average price per share, balance (in dollars per share) | 1,000 | [1] | |
The 2007 Equity Incentive Plan [Member] | Minimum [Member] | |||
Exercise price per share, Balance (in dollars per share) | 0.22 | 0.22 | |
Exercise price per share, granted (in dollars per share) | 0.39 | ||
Exercise price per share, expired (in dollars per share) | 0.35 | 0.40 | |
Exercise price per share, balance (in dollars per share) | 0.23 | 0.22 | |
The 2007 Equity Incentive Plan [Member] | Maximum [Member] | |||
Exercise price per share, Balance (in dollars per share) | 0.44 | 0.44 | |
Exercise price per share, granted (in dollars per share) | 0.65 | ||
Exercise price per share, expired (in dollars per share) | 1.41 | 0.91 | |
Exercise price per share, balance (in dollars per share) | $ 0.43 | $ 0.44 | |
Non Plan [Member] | |||
Options outstanding, Balance (in shares) | shares | 20,018,408 | 20,148,766 | |
Exercise price per share, Balance (in dollars per share) | $ 1 | $ 1 | |
Options outstanding, granted (in shares) | shares | 1,701,088 | 7,765,401 | |
Exercise price per share, granted (in dollars per share) | $ 0.43 | $ 0.69 | |
Options outstanding, expired (in shares) | shares | (2,400,000) | (4,029,129) | |
Exercise price per share, expired (in dollars per share) | $ 0.99 | $ 0.18 | |
Options outstanding, Balance (in shares) | shares | 19,319,496 | 20,018,408 | |
Exercise price per share, balance (in dollars per share) | $ 1 | $ 1 | |
Weighted average price per share, balance (in dollars per share) | $ 1,000 | [1] | |
Options outstanding, exercised (in shares) | shares | (3,866,630) | ||
Exercise price per share, exercised (in dollars per share) | $ 0.18 | ||
Options outstanding, unvested (in shares) | shares | (90,000) | ||
Exercise price per share, unvested (in dollars per share) | $ 0.28 | ||
Options vested and outstanding (in shares) | shares | 19,229,496 | ||
Exercise price per share, vested and outstanding (in dollars per share) | $ 1 | ||
Non Plan [Member] | Minimum [Member] | |||
Exercise price per share, Balance (in dollars per share) | 0.25 | 0.18 | |
Exercise price per share, granted (in dollars per share) | 0.23 | 0.39 | |
Exercise price per share, expired (in dollars per share) | |||
Exercise price per share, balance (in dollars per share) | 0.23 | 0.25 | |
Exercise price per share, exercised (in dollars per share) | |||
Exercise price per share, unvested (in dollars per share) | 0.26 | ||
Exercise price per share, vested and outstanding (in dollars per share) | 0.23 | ||
Non Plan [Member] | Maximum [Member] | |||
Exercise price per share, Balance (in dollars per share) | 0.51 | 0.40 | |
Exercise price per share, granted (in dollars per share) | 0.26 | 0.46 | |
Exercise price per share, expired (in dollars per share) | 0.99 | 0.18 | |
Exercise price per share, balance (in dollars per share) | 0.43 | 0.51 | |
Exercise price per share, exercised (in dollars per share) | $ 0.18 | ||
Exercise price per share, unvested (in dollars per share) | 0.27 | ||
Exercise price per share, vested and outstanding (in dollars per share) | $ 0.43 | ||
[1] | Aggregate intrinsic value based on closing common stock price of $0.24 at December 31, 2018. |
Note 7 - Warrants (Details Text
Note 7 - Warrants (Details Textual) | Oct. 16, 2018USD ($)$ / sharesshares | Sep. 19, 2018USD ($)$ / sharesshares | Mar. 08, 2018USD ($)$ / sharesshares | Feb. 12, 2018USD ($)$ / sharesshares | Dec. 29, 2017USD ($)$ / sharesshares | Jul. 18, 2017$ / sharesshares | May 24, 2017 | Dec. 30, 2016$ / sharesshares | Jul. 08, 2016$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2018$ / shares | Sep. 12, 2018$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares |
Interest Expense, Total | $ 3,494,000 | $ 3,862,000 | ||||||||||||||
Proceeds from Adjustment of Warrant | $ 149,000 | |||||||||||||||
Discount on Notes Payable | $ 49,000 | |||||||||||||||
Class of Warrant or Right, Issued During Period | shares | 7,451,013 | 2,289,703 | ||||||||||||||
Deemed Dividends | $ 297,000 | $ 344,000 | ||||||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | shares | 510,000 | |||||||||||||||
Proceeds from Warrant Exercises | $ 153,000 | |||||||||||||||
Triton Warrant [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,000,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||
Discount On Convertible Note Payable | $ 225,000 | |||||||||||||||
Class Of Warrant Or Right, Call Feature, Stock Price Trigger | $ / shares | $ 0.50 | |||||||||||||||
Class Of Warrant Or Right, Threshold Consecutive Trading Days | 10 | |||||||||||||||
Class of Warrant or Right, Call Feature, Exercise Period | 30 days | |||||||||||||||
Stock Purchase Warrant [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,387,500 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||
Discount On Convertible Note Payable | $ 217,000 | |||||||||||||||
Class Of Warrant Or Right, Call Feature, Stock Price Trigger | $ / shares | $ 2.50 | |||||||||||||||
Class Of Warrant Or Right, Threshold Consecutive Trading Days | 10 | |||||||||||||||
Class of Warrant or Right, Call Feature, Exercise Period | 30 days | |||||||||||||||
Extension of Convertible Note Maturity Date, Vista Capital [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,812,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||
Interest Expense, Total | $ 488,000 | |||||||||||||||
Warrants Issued Concurrently with Note Payable [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 150,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||||
Notes Payable, Total | $ 50,000 | |||||||||||||||
Warrants Vested Monthly Contingent That Outstanding Note Payable is Present | shares | 6,250 | |||||||||||||||
Warrants Vested, Cumulative Total of Warrants Vested | shares | 56,250 | |||||||||||||||
Minimum Number of Warrants Vested For the Life of the Outstanding Note Payable, Fair Value Amount | $ 7,000 | |||||||||||||||
Warrants, Exercise Price Reduced [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 4,326,358 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | |||||||||||||||
Proceeds from Adjustment of Warrant | $ 149,000 | |||||||||||||||
Fair Value Adjustment of Warrants | $ 149,000 | |||||||||||||||
Warrants Issued Concurrently to the Spring 2018 Unit Offering [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 333,333 | 400,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.48 | $ 0.40 | ||||||||||||||
Interest Expense, Total | $ 17,000 | |||||||||||||||
Class of Warrant or Right, Exercise Period Condition, Number of Trading Days Common Stock Closes at or above 2 Times the Exercise Price | 30 days | |||||||||||||||
Warrant Subject to Call provision, Threshold Consecutive Trading Days | 10 days | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | |||||||||||||||
Warrants Issued Concurrently with Line of Credit [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 430,000 | |||||||||||||||
Discount On Convertible Note Payable | $ 98,000 | |||||||||||||||
Class of Warrant or Right, Exercise Period Condition, Number of Trading Days Common Stock Closes at or above 2 Times the Exercise Price | 30 days | |||||||||||||||
Warrant Subject to Call provision, Threshold Consecutive Trading Days | 10 days | |||||||||||||||
Warrants Issued Concurrently with Line of Credit, Exercise Price One [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 390,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||||
Warrants Issued Concurrently with Line of Credit, Exercise Price Two [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 40,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||
Warrants Issued Concurrently to the Summer 2017 Unit Offering [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,246,906 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | |||||||||||||||
Discount On Convertible Note Payable | $ 524,000 | |||||||||||||||
Class of Warrant or Right, Call Feature, Exercise Period | 30 days | |||||||||||||||
Class of Warrant or Right, Exercise Period Condition, Number of Trading Days Common Stock Closes at or above 2 Times the Exercise Price | 10 years | |||||||||||||||
Warrants Issued Concurrently to the Summer 2017 Unit Offering 2 [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,329,189 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.394 | |||||||||||||||
Class of Warrant or Right, Additional Securities Called by Warrants | shares | 82,283 | |||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 32,000 | |||||||||||||||
Warrants Issued Concurrently to the Summer 2017 Unit Offering 3 [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | |||||||||||||||
Discount On Convertible Note Payable | $ 103,000 | |||||||||||||||
Class of Warrant or Right, Issued During Period | shares | 416,478 | 266,667 | ||||||||||||||
Proceeds from Convertible Debt | $ 80,000 | |||||||||||||||
Warrants Issued Concurrently With One Year Convertible Note [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | $ 0.75 | $ 0.65 | $ 0.25 | $ 0.394 | |||||||||||
Discount On Convertible Note Payable | $ 280,000 | |||||||||||||||
Class of Warrant or Right, Issued During Period | shares | 400,000 | 400,000 | 400,000 | |||||||||||||
Deemed Dividends | $ 297,000 | $ 344,000 | ||||||||||||||
Triton Fund Investment [Member] | ||||||||||||||||
Bridge Loan | $ 225,000 | |||||||||||||||
Debt Instrument, Face Amount | 300,000 | |||||||||||||||
Discount On Convertible Note Payable | $ 75,000 |
Note 7 - Warrants - Warrants Ou
Note 7 - Warrants - Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance, outstanding (in shares) | 22,104,817 | 20,035,114 |
Balance, outstanding, price range (in dollars per share) | $ 1 | $ 1 |
Granted (in shares) | 7,451,013 | 2,289,703 |
Granted, price range (in dollars per share) | $ 0.48 | $ 0.70 |
Exercised (in shares) | (510,000) | |
Exercised, price range (in dollars per share) | $ 0.30 | |
Expired (in shares) | (2,683,400) | (250,000) |
Expired, price range (in dollars per share) | $ 0.40 | $ 0.40 |
Balance, outstanding (in shares) | 26,872,430 | 22,104,817 |
Balance, outstanding, price range (in dollars per share) | $ 1 | $ 1 |
Unvested (in shares) | (87,500) | |
Unvested, price range (in dollars per share) | $ 0.35 | |
Vested and outstanding (in shares) | 26,784,930 | |
Vested and outstanding, , price range (in dollars per share) | $ 1 | |
Minimum [Member] | ||
Balance, outstanding, price range (in dollars per share) | 0.25 | 0.25 |
Granted, price range (in dollars per share) | 0.25 | 0.42 |
Balance, outstanding, price range (in dollars per share) | 0.25 | 0.25 |
Vested and outstanding, , price range (in dollars per share) | 0.25 | |
Maximum [Member] | ||
Balance, outstanding, price range (in dollars per share) | 0.45 | 0.45 |
Granted, price range (in dollars per share) | 0.29 | 0.41 |
Exercised, price range (in dollars per share) | 0.30 | |
Expired, price range (in dollars per share) | 0.40 | 0.40 |
Balance, outstanding, price range (in dollars per share) | 0.43 | $ 0.45 |
Unvested, price range (in dollars per share) | 0.35 | |
Vested and outstanding, , price range (in dollars per share) | $ 0.42 |
Note 7 - Warrants - Assumptions
Note 7 - Warrants - Assumptions Used to Determine Fair Value of Warrants (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected life (Year) | ||
Minimum [Member] | ||
Risk free interest rate | 2.54% | 1.71% |
Expected volatility | 105.00% | 221.00% |
Expected life (Year) | 3 years | 3 years |
Maximum [Member] | ||
Risk free interest rate | 3.00% | 2.10% |
Expected volatility | 127.00% | 297.00% |
Expected life (Year) | 5 years | 5 years |
Note 8 - Accounts Payable and_3
Note 8 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable and accrued expense | $ 302 | $ 88 |
Accrued interest | 122 | 51 |
Accrued payroll | 77 | 85 |
Total accounts payable and accrued expenses | $ 501 | $ 224 |
Note 9 - Provision for Income_2
Note 9 - Provision for Income Taxes (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards, Total | $ 58.5 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 11.1 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 4.6 |
Net Operating Loss Carryforward Expiration Term | 20 years |
Valuation Allowance Percentage | 100.00% |
Note 10 - Noncontrolling Inte_3
Note 10 - Noncontrolling Interest - Clyra Medical (Details Textual) - USD ($) | Sep. 26, 2018 | Aug. 04, 2017 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Payments to Noncontrolling Interests | $ 40,000 | |||||
Shares Issued, Price Per Share | $ 0.25 | |||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 1,005,000 | 1,020,000 | ||||
Proceeds from Issuance of Common Stock | $ 839,000 | $ 511,000 | ||||
Preferred Stock, Shares Outstanding, Ending Balance | 0 | 0 | ||||
Scion Acquisition [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 21,000 | |||||
Scion Acquisition [Member] | Clyra Acquisition, Common Stock [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10,000 | 15,500 | ||||
Clyra [Member] | ||||||
Minority Interest Decrease From Redemption, Shares Purchased | 500 | |||||
Payments to Noncontrolling Interests | $ 40,000 | |||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 250,000 | |||||
Stock Issued During Period, Shares, New Issues | 1,562.5 | |||||
Clyra Medical Technology Inc [Member] | ||||||
Shares Issued, Price Per Share | $ 160 | |||||
Proceeds from Issuance of Private Placement | $ 1,000,000 | |||||
Clyra Medical Technology Inc [Member] | Scion Acquisition [Member] | ||||||
Shares Issued, Price Per Share | $ 200 | |||||
Proceeds from Issuance of Common Stock | $ 1,005,000 | |||||
Clyra Medical Technology Inc [Member] | Sanatio [Member] | ||||||
Shares Issued, Price Per Share | $ 160 | |||||
Stock Issued During Period, Shares, New Issues | 1,690 | |||||
Common Stock, Shares, Outstanding, Ending Balance | 1,690 | |||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
Preferred Shares Dividend, Period | 5 years | |||||
Dividends Payable, Current | $ 185,000 | |||||
Clyra Medical Technology Inc [Member] | Sanatio [Member] | Preferred Class A [Member] | ||||||
Preferred Stock, Shares Outstanding, Ending Balance | 9,830 | |||||
Clyra Medical Technology Inc [Member] | Sanatio [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Original Issue Discount, Percentage | 5.00% |
Note 10 - Noncontrolling Inte_4
Note 10 - Noncontrolling Interest - Clyra Medical Common and Preferred Shares Outstanding (Details) - Clyra Medical Technology Inc [Member] | Dec. 31, 2018shares | |
Shares, Outstanding (in shares) | 66,295 | |
Biolargo [Member] | ||
Shares, Outstanding (in shares) | 28,053 | |
Percent | 42.30% | |
Sanatio [Member] | ||
Shares, Outstanding (in shares) | 11,520 | [1] |
Percent | 17.40% | [1] |
Scion Solutions [Member] | ||
Shares, Outstanding (in shares) | 15,500 | [2] |
Percent | 23.40% | [2] |
Other [Member] | ||
Shares, Outstanding (in shares) | 11,222 | |
Percent | 16.90% | |
[1] | Includes 9,830 Series A Preferred shares (see below), and 1,690 common shares. | |
[2] | Does not include an additional 15,500 shares held in escrow subject to performance metrics (see Note 3). |
Note 11 - BioLargo Engineerin_2
Note 11 - BioLargo Engineering, Science and Technologies, LLC (Details Textual) shares in Millions | 1 Months Ended |
Sep. 30, 2017shares | |
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | |
Deferred Compensation Arrangement with Individual, Requisite Service Period | 5 years |
Potential Ownership Percentage of Subsidiary Held by Subsidiary Employees Based on Performance | 30.00% |
Incentive Issuance Stipulations for Subsidiary Employees, Accounts Receivable Collected by Year One of Operation | 90.00% |
Incentive Issuance Stipulations for Subsidiary Employees, Profit Earned in Year One of Operation | 10.00% |
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | Non-Qualified Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years |
BioLargo Engineering, Science & Technologies, LLC [Member] | |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Leased Property in Knoxville, Tennessee for BioLargo Engineering, Science & Technologies, LLC [Member] | |
Lessee, Operating Lease, Term of Contract | 3 years |
Note 12 - Business Segment In_3
Note 12 - Business Segment Information (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Number of Operating Segments | 4 | |
Payments of Distributions to Affiliates | $ 417,000 | |
Revenue from Contract with Customer, Including Assessed Tax | 1,364,000 | $ 516,000 |
Odor-No-More [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,123,000 | $ 504,000 |
Note 12 - Business Segment In_4
Note 12 - Business Segment Information - Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 1,364,000 | $ 516,000 |
Cost of Goods and Services Sold | (743,000) | (323,000) |
Net loss | (10,696,000) | (9,547,000) |
Assets, net | 3,185,000 | 1,496,000 |
Odor-No-More [Member] | ||
Revenue | 1,123,000 | 504,000 |
Cost of Goods and Services Sold | (571,000) | (315,000) |
Net loss | (433,000) | (500,000) |
Assets, net | 219,000 | 211,000 |
BioLargo Engineering, Science & Technologies, LLC [Member] | ||
Revenue | 241,000 | 12,000 |
Cost of Goods and Services Sold | (172,000) | (8,000) |
Net loss | (750,000) | (90,000) |
Assets, net | 250,000 | |
Clyra Segment [Member] | ||
Net loss | (883,000) | (915,000) |
Assets, net | 462,000 | 529,000 |
BioLargo Water [Member] | ||
Net loss | (571,000) | (741,000) |
Assets, net | 34,000 | 64,000 |
Corporate Segment [Member] | ||
Net loss | (8,059,000) | (7,301,000) |
Assets, net | $ 2,220,000 | $ 692,000 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | May 02, 2017 | Dec. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Leases, Rent Expense, Total | $ 213,000 | $ 183,000 | ||
Consulting Services, Monthly Payment | $ 23,000 | |||
Consulting Services, Period of Services | 4 years | |||
Contractual Obligation, Total | 1,100,000 | |||
President and Chief Executive Officer [Member] | ||||
Employment Agreement, Annual Base Compensation | $ 289,000 | |||
Payments to Employees | $ 147,000 | |||
Employment Agreement, Option, Number of Shares, Expected to Grant | 3,731,322 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Employment Agreement, Common Stock, Expect to Grant, Subject to Lock-Up Agreement | 1,500,000 | |||
Employment Agreement, Lock-up Agreement, Successful Commercialization, Minimum Cash Receipt | $ 3,000,000 | |||
Employment Agreement, Lock-up Agreement, Minimum Revenue Recognized | $ 3,000,000 | |||
Employment Agreement, Term | 5 years | |||
President and Chief Executive Officer [Member] | Non-Qualified Stock Option [Member] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Minimum Payments on Office Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 229 |
2020 | 231 |
Total future minimum lease payments | $ 460 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - USD ($) | Feb. 05, 2019 | Jan. 31, 2019 | Jan. 16, 2019 | Jan. 07, 2019 | Jan. 03, 2019 | Feb. 10, 2017 | Mar. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 07, 2019 | Mar. 06, 2019 | Mar. 05, 2019 | Mar. 04, 2019 | Jan. 06, 2019 | Feb. 08, 2018 | Dec. 18, 2017 |
Debt Conversion, Original Debt, Amount | $ 4,626,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,190,000 | |||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||||||||||||
Share Price | $ 0.223 | $ 0.3147 | ||||||||||||||
The 2007 Equity Incentive Plan [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 340,000 | |||||||||||||||
The 2007 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 125,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 25,000 | |||||||||||||||
Convertible Notes Payable [Member] | Vista Capital [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||
Subsequent Event [Member] | The 2007 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Number of Shares to Vest Each Month | 25,000 | |||||||||||||||
Subsequent Event [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 250,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | ||||||||||||||
Class of Warrant or Right, Expiration Term | 5 years | 5 years | ||||||||||||||
Subsequent Event [Member] | Vista Capital 2017 Note [Member] | ||||||||||||||||
Debt Instrument Extension Option Increase In Principal Percentage | 10.00% | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 225,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,679,248 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Tangiers Global [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 330,000 | $ 495,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price, Percentage of Lowest Closing Bid Price | 75.00% | |||||||||||||||
Debt Instrument, Convertible, Number of Consecutive Trade Days Prior to Conversion Date | 25 days | |||||||||||||||
Debt Instrument, Convertible, Prepayment Penalty | 30.00% | |||||||||||||||
Proceeds from Convertible Debt | $ 300,000 | |||||||||||||||
Debt Instrument, Convertible, Interest Rate on Remaining Principal | 12.00% | |||||||||||||||
Debt Instrument, Convertible, Aggregate Principal Amount | $ 495,000 | |||||||||||||||
Proceeds from Convertible Debt, Additional Consideration | $ 150,000 | |||||||||||||||
Debt Instrument, Convertible, Days to Prepay Following Effective Date | 180 days | |||||||||||||||
Common Stock, Shares Authorized | 3,000,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Tangiers Global [Member] | Tangiers Global Convertible Note, Prepayment Period First 90 Days [Member] | ||||||||||||||||
Debt Instrument, Convertible, Prepayment Penalty | 25.00% | |||||||||||||||
Subsequent Event [Member] | Vernal Bay Investments, LLC [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,734,375 | 1,387,500 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.25 | ||||||||||||||
Maximum Investment Amount under Warrant | $ 346,875 | |||||||||||||||
Subsequent Event [Member] | Chappy Bean, LLC [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 750,000 | 600,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||||||||||
Notes Payable, Maturing January 5, 2019 [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | |||||||||||||||
Debt Instrument Extension Option Increase In Principal Percentage | 10.00% | |||||||||||||||
Debt Instrument, Face Value, After Increase from Maturity Date Extension | $ 440,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 12.00% | ||||||||||||||
Notes Payable, Maturing January 5, 2019 [Member] | Subsequent Event [Member] | Vernal Bay Investments, LLC [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 280,000 | |||||||||||||||
Notes Payable, Maturing January 5, 2019 [Member] | Subsequent Event [Member] | Chappy Bean, LLC [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 120,000 | |||||||||||||||
Vista Capital 2017 Note [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 420,452 | |||||||||||||||
Vista Capital 2017 Note [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | Vista Capital [Member] | ||||||||||||||||
Debt Instrument, Face Value, After Increase from Maturity Date Extension | $ 605,100 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price, Percentage of Lowest Closing Bid Price | 80.00% | |||||||||||||||
Debt Instrument, Convertible, Number of Consecutive Trade Days Prior to Conversion Date | 25 days | |||||||||||||||
Debt Instrument, Convertible, Prepayment Penalty | 15.00% | 20.00% | ||||||||||||||
Debt Instrument, Convertible, Default Penalty | 25.00% | 30.00% | ||||||||||||||
Vista Capital 2019 Note [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | Vista Capital [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 330,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price, Percentage of Lowest Closing Bid Price | 65.00% | |||||||||||||||
Debt Instrument, Convertible, Number of Consecutive Trade Days Prior to Conversion Date | 25 days | |||||||||||||||
Extinguishment of Debt, Amount | $ 746,000 | |||||||||||||||
Proceeds from Convertible Debt | $ 300,000 | |||||||||||||||
Common Stock, Limit on Ownership Interest, Percent | 4.99% | |||||||||||||||
Debt Instrument, Convertible, Number of Business Days Notice of Prepayment | 10 days | |||||||||||||||
Debt Instrument, Convertible, Outstanding Balance Including Prepayment Penalty, Percent | 120.00% |