Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 32K
2: EX-10.5 Material Contract HTML 84K
3: EX-10.6 Material Contract HTML 14K
8: R1 Document And Entity Information HTML 45K
11: XML IDEA XML File -- Filing Summary XML 12K
9: XML XBRL Instance -- blgo20220307_8k_htm XML 13K
10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
5: EX-101.DEF XBRL Definitions -- blgo-20220303_def XML 36K
6: EX-101.LAB XBRL Labels -- blgo-20220303_lab XML 46K
7: EX-101.PRE XBRL Presentations -- blgo-20220303_pre XML 35K
4: EX-101.SCH XBRL Schema -- blgo-20220303 XSD 14K
12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
13: ZIP XBRL Zipped Folder -- 0001437749-22-005539-xbrl Zip 31K
Registrant’s telephone number, including area code: (i888) i400-2863
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):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
iBLGO
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 i☐
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. ☐
1.01 Entry into a Material Definitive Agreement
On September 26, 2018, we (BioLargo, Inc., the “Company”) and our partially owned subsidiary, Clyra Medical Technologies, Inc. (“Clyra Medical”), entered into a series of agreements whereby BioLargo acquired the assets of Scion Solutions, LLC (“Scion”), and in particular its stem-cell based technology, the SkinDisc (the “Scion IP”), and key team members to support the sale and distribution of medical products based on our BioLargo technologies (collectively, the “2018 Scion Transaction”). The consideration provided to Scion, which was subject to an escrow agreement and earn out provisions, included: (i) 21,000 shares of Clyra Medical common stock; (ii) 10,000 shares of Clyra Medical common stock redeemable for 7,142,858 shares of BioLargo common stock; and (iii) a promissory note in the principal amount of $1,250,000 (the “Scion Promissory Note”).
As of December 31, 2021, certain of the earn-out provisions were met, such that Scion had received from escrow 7,000 of the 10,000 Clyra Medical common shares redeemable for 5,000,000 of the 7,142,858 shares of BioLargo stock held by Clyra Medical. As of December 31, 2021, $1,007,000 in principal, and $152,716 in interest, was outstanding pursuant to the promissory note. Additionally, as of December 31, 2021, Clyra Medical owed $135,450 and $170,000 to Spencer Brown and Tanya Rhodes, respectively, pursuant to their consulting agreements with the company.
By written agreement dated March 1, 2022, fully executed on March 3, 2022, Clyra Medical and BioLargo agreed to sell back to Scion the Scion IP purchased in the 2018 Scion Transaction. In exchange, Scion agreed to (i) accept 2,000,000 (of the 5,000,000) BioLargo common shares it had earned, (ii) forgive the outstanding principal and interest due on the Scion Promissory Note, and (iii) return all shares of Clyra common stock owned by Scion. Additionally, Scion members Spencer Brown, Tanya Rhodes, and Dr. Brock Liden each forgave all amounts due to them pursuant to their consulting agreements with Clyra Medical, which, in the aggregate, represented $305,450 on Clyra Medical’s accounts payable, and Spencer Brown resigned from Clyra Medical’s board of directors. The agreement further provided that Clyra Medical and BioLargo indemnify Scion and related parties
from any claims related to the SkinDisc, and for mutual releases of any claims between the parties.
Spencer Brown and Tanya Rhodes each entered into non-disclosure agreements whereby they agreed not to disclose Clyra Medical or BioLargo’s proprietary information, and five-year non-compete provisions whereby they agreed not to engage in competition with copper-iodine complex technologies that are the same or substantially similar to Clyra Medical’s intellectual property. In exchange, Clyra Medical, BioLargo, and certain agents of Clyra Medical and BioLargo agreed not to engage in competition with Scion’s SkinDisc technology.
Separately, BioLargo and Clyra Medical entered into an agreement dated March 3, 2022, whereby (i) BioLargo agreed to transfer to Scion the Scion IP in accordance with the March 1, 2022 agreement, (ii) Clyra Medical transferred to BioLargo for its return to treasury 5,142,858 shares of BioLargo common stock, and (iii) BioLargo agreed to convert $633,091 in working capital advances made to or on behalf of Clyra Medical, into 2,042.23 shares of Clyra Medical common stock at a rate of $310 per share.
Although these agreements were not fully executed until March 3, 2022, the essential terms of the agreement between Scion and Clyra Medical/BioLargo that would have a material impact on BioLargo’s financial statements remained unchanged since the first draft of the transaction document prepared and agreed to by both parties in December 2021, and therefore, management considered the guidance in Accounting Standard Codification 855, whereby since the condition existed as of the balance sheet date, with further evidence arising subsequent to the balance sheet date, the Company will recognize the financial statement effects of this transaction within the financial statements for the year ended December 31, 2021.
The foregoing descriptions of the agreement dated March 1, 2022, by and between Clyra Medical, BioLargo, and Scion, and the agreement dated March 3, 2022 by and between Clyra Medical and BioLargo, are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.5 and 10.6, respectively. The foregoing descriptions of the agreements in the 2018 Scion Transaction are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the
contracting parties.
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.
