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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2022
BioLargo, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-19709 | 65-0159115 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
14921 Chestnut St., Westminster, California | 92683 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 400-2863
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | BLGO | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2022, the Board of Directors of BioLargo, Inc. (“BioLargo”, or the “Company”), following authorization granted by the Company’s stockholders at the 2022 annual stockholder meeting, adopted a resolution amending the Company’s Certificate of Incorporation increasing the number of shares of common stock issuable by the Company to 550,000,000 shares. An amended Certificate of Incorporation was submitted to the Secretary of State of Delaware on June 7, 2022. The amendment is effective immediately.
Item 5.07 Submission of Matters to a Vote of Security Holders
BioLargo held its 2022 annual stockholder meeting on June 2, 2022. The following proposals were each submitted to a vote of stockholders through the solicitation of proxies or otherwise:
1. | To elect the following seven individuals to our Board of Directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Kent C. Roberts II, John S. Runyan and Jack B. Strommen. |
2. | Advisory approval of the Company’s executive compensation. |
3. | To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the 2022 fiscal year. |
4. | To authorize the Company’s board of directors to amend our Certificate of Incorporation to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-4 and not more than 1-for-25, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors. |
5. | To approve an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock from 400,000,000 to 550,000,000 shares, the implementation and timing of such to be determined in the discretion of our board of directors. |
A quorum was present in person or by proxy. Each matter was approved. The voting results are as follows:
Proposal One | Votes For | Votes Withheld | Total Votes (For + Withheld) | Broker Non- Vote | |
Dennis P. Calvert | 93,563,390 | 2,758,755 | 96,322,145 | 57,328,090 | |
Kenneth R. Code | 93,629,593 | 2,692,552 | 96,322,145 | 57,328,090 | |
Dennis E. Marshall | 93,598,119 | 2,724,026 | 96,322,145 | 57,328,090 | |
Joseph L. Provenzano | 93,640,611 | 2,681,534 | 96,322,145 | 57,328,090 | |
Kent C. Roberts II | 93,581,063 | 2,741,082 | 96,322,145 | 57,328,090 | |
John S. Runyan | 93,618,040 | 2,704,105 | 96,322,145 | 57,328,090 | |
Jack B. Strommen | 93,732,717 | 2,589,428 | 96,322,145 | 57,328,090 | |
Proposals 2 - 5 | Votes For | Votes Against | Votes Abstain | Total Votes | Broker Non- Vote |
2 | 84,305,241 | 9,841,157 | 2,175,747 | 96,322,145 | 57,328,090 |
3 | 151,198,319 | 1,788,660 | 663,256 | 153,650,235 | - |
4 | 136,164,233 | 16,722,535 | 763,467 | 153,650,235 | - |
5 | 122,524,686 | 28,292,626 | 2,832,923 | 153,650,235 | - |
There were no director nominees other than as set forth above. For the Advisory Approval of Executive Compensation, prior year votes are as follows:
Year | Votes For | Votes Against | Votes Abstain | Broker Non- Vote |
2018 | 34,117,919 | 1,102,804 | 247,388 | 35,954,467 |
2019 | 41,886,128 | 1,486,549 | 7,956,269 | 44,918,490 |
2020 | 72,180,828 | 2,950,599 | 1,752,675 | 47,142,003 |
2021 | 87,066,389 | 3,646,737 | 2,462,756 | 43,453,003 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2022 | BIOLARGO, INC. | |
By: | /s/ Dennis P. Calvert | |
Dennis P. Calvert | ||
President and Chief Executive Officer |