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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/14/19 Biolargo, Inc. 10-Q 6/30/19 66:8.6M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 771K 2: EX-10.24 Material Contract HTML 35K 3: EX-10.25 Material Contract HTML 78K 4: EX-10.26 Material Contract HTML 27K 5: EX-10.27 Material Contract HTML 38K 6: EX-10.28 Material Contract HTML 80K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 26K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 26K 9: EX-32 Certification -- §906 - SOA'02 HTML 24K 16: R1 Document And Entity Information HTML 50K 17: R2 Consolidated Balance Sheets (Current Period HTML 137K Unaudited) 18: R3 Consolidated Balance Sheets (Current Period HTML 35K Unaudited) (Parentheticals) 19: R4 Consolidated Statements of Operations and HTML 99K Comprehensive Loss (Unaudited) 20: R5 Consolidated Statement of Stockholders' Equity HTML 127K (Deficit) (Unaudited) 21: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 134K 22: R7 Note 1 - Business and Organization HTML 38K 23: R8 Note 2 - Summary of Significant Accounting HTML 125K Policies 24: R9 Note 3 - Lincoln Park Financing HTML 26K 25: R10 Note 4 - Debt Obligations HTML 131K 26: R11 Note 5 - Share-based Compensation HTML 188K 27: R12 Note 6 - Warrants HTML 92K 28: R13 Note 7 - Accounts Payable and Accrued Expenses HTML 31K 29: R14 Note 8 - Noncontrolling Interest - Clyra Medical HTML 49K 30: R15 Note 9 - BioLargo Engineering, Science and HTML 25K Technologies, LLC 31: R16 Note 10 - Business Segment Information HTML 136K 32: R17 Note 11 - Commitments and Contingencies HTML 35K 33: R18 Note 12 - Subsequent Events HTML 37K 34: R19 Significant Accounting Policies (Policies) HTML 193K 35: R20 Note 2 - Summary of Significant Accounting HTML 83K Policies (Tables) 36: R21 Note 4 - Debt Obligations (Tables) HTML 74K 37: R22 Note 5 - Share-based Compensation (Tables) HTML 139K 38: R23 Note 6 - Warrants (Tables) HTML 78K 39: R24 Note 7 - Accounts Payable and Accrued Expenses HTML 30K (Tables) 40: R25 Note 8 - Noncontrolling Interest - Clyra Medical HTML 33K (Tables) 41: R26 Note 10 - Business Segment Information (Tables) HTML 131K 42: R27 Note 1 - Business and Organization (Details HTML 78K Textual) 43: R28 Note 2 - Summary of Significant Accounting HTML 62K Policies (Details Textual) 44: R29 Note 2 - Summary of Significant Accounting HTML 26K Policies - Summary of Cash Balances (Details) 45: R30 Note 2 - Summary of Significant Accounting HTML 37K Policies - Credit Concentration (Details) 46: R31 Note 2 - Summary of Significant Accounting HTML 27K Policies - Inventory (Details) 47: R32 Note 2 - Summary of Significant Accounting HTML 39K Policies - Stock Options, Valuation Assumptions (Details) 48: R33 Note 3 - Lincoln Park Financing (Details Textual) HTML 30K 49: R34 Note 4 - Debt Obligations (Details Textual) HTML 282K 50: R35 Note 4 - Debt Obligations - Schedule of Debt HTML 73K (Details) 51: R36 Note 5 - Share-based Compensation (Details HTML 191K Textual) 52: R37 Note 5 - Share-based Compensation - Stock Options HTML 77K (Details) 53: R38 Note 6 - Warrants (Details Textual) HTML 88K 54: R39 Note 6 - Warrants - Warrants Outstanding (Details) HTML 38K 55: R40 Note 6 - Warrants - Assumptions Used to Determine HTML 30K Fair Value of Warrants (Details) 56: R41 Note 7 - Accounts Payable and Accrued Expenses - HTML 29K Summary of Accounts Payable and Accrued Expenses (Details) 57: R42 Note 8 - Noncontrolling Interest - Clyra Medical HTML 83K (Details Textual) 58: R43 Note 8 - Noncontrolling Interest - Clyra Medical HTML 31K Common and Preferred Shares Outstanding (Details) 59: R44 Note 9 - BioLargo Engineering, Science and HTML 43K Technologies, LLC (Details Textual) 60: R45 Note 10 - Business Segment Information (Details HTML 29K Textual) 61: R46 Note 10 - Business Segment Information - Segment HTML 66K Information (Details) 62: R47 Note 11 - Commitments and Contingencies (Details HTML 38K Textual) 63: R48 Note 12 - Subsequent Events (Details Textual) HTML 147K 65: XML IDEA XML File -- Filing Summary XML 112K 64: EXCEL IDEA Workbook of Financial Reports XLSX 68K 10: EX-101.INS XBRL Instance -- blgo-20190630 XML 2.82M 12: EX-101.CAL XBRL Calculations -- blgo-20190630_cal XML 98K 13: EX-101.DEF XBRL Definitions -- blgo-20190630_def XML 1.53M 14: EX-101.LAB XBRL Labels -- blgo-20190630_lab XML 1.24M 15: EX-101.PRE XBRL Presentations -- blgo-20190630_pre XML 1.52M 11: EX-101.SCH XBRL Schema -- blgo-20190630 XSD 249K 66: ZIP XBRL Zipped Folder -- 0001437749-19-016826-xbrl Zip 216K
Exhibit 10.26
SECOND AMENDMENT
TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018
THIS SECOND AMENDMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Amendment”) is made and entered into as of this August 12, 2019 by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and Vernal Bay Investments, LLC (the “Holder”), with respect to the following:
WHEREAS, Issuer issued to Holder a 12% Promissory Note dated September 19, 2018 in the original principal amount of $280,000, instrument number 33146 (the “Original Note”), as consideration for $280,000 cash received from Holder on such date;
WHEREAS, on January 3, 2019, Issuer delivered written notice extending the maturity date of the Original Note to March 5, 2019, and increasing the principal due on the note to $308,000, as per the terms of the Original Note;
WHEREAS, on March 5, 2019, Holder and Issuer entered into a first amendment of the Original Note, extending the maturity date to June 6, 2019, providing for Issuer’s option to extend the maturity date to September 6, 2019, and increasing interest due on the note from 12 to 18%, effective as of the date of the amendment;
WHEREAS, on June 4, 2019 Issuer delivered written notice extending the maturity date of the Original Note to September 6, 2019, and increasing the principal due on the Original Note to $338,800;
WHEREAS, as of August 11, 2019, there is $41,200 accrued and unpaid interest due on the Original Note; and
WHEREAS, Issuer and Holder desire to refinance the Original Note on the terms set forth herein.
Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Amendment and Restatement of Original Note: The Parties agree to amend and restate the Original Note to include the following terms: (i) maturity date extended to August 12, 2020; (ii) purchase amount to include the sum of outstanding principal ($338,800) and interest ($41,200); (iii) principal amount to include 25% original issue discount and to total $475,000; (iv) interest to accrue at 5% per annum; and (v) note is convertible at Holder’s option into Issuer’s common stock at $0.17 per share. The amended and restated note does not allow Issuer to force conversion of the note at any time. Once issued, the terms of the amended and restated note supersede the original note in its entirety.
2. Additional Warrant. Issuer shall issue to Holder a stock purchase warrant allowing for the purchase of 2,095,588 shares of common stock (calculated by dividing the product of the principal amount and .75 by .17), at $0.25 per share, for a period of five years (expiring August 12, 2024). The warrant allows for cashless exercise only after 18 months and provided that the shares underlying the warrant are not registered with the SEC. Once the shares are registered, cash is required to exercise the warrant.
3. Miscellaneous.
(a) Effect of Amendment. The parties intend that the amended and restated note supersede the original note in its entirety. The warrant issued to Holder as consideration for the March 2019 amendment remains outstanding; this amendment does not change the status of that warrant.
(b) Entire Agreement. The Amendment, the amended and restated note, and the Additional Warrant embody the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.
(c) Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Promissory Note dated September 19, 2018 as of the day and year first-above written.
/s/Dennis P. Calvert | /s/Robert E. Boyer |
Dennis P. Calvert | Robert E. Boyer |
BioLargo, Inc. | Vernal Bay Investments, LLC |
Chief Executive Officer | Member |
Date signed: August 12, 2019 | Date signed: August 12, 2019 |
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This ‘10-Q’ Filing | Date | Other Filings | ||
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8/12/24 | ||||
8/12/20 | ||||
9/6/19 | ||||
Filed on: | 8/14/19 | |||
8/12/19 | ||||
8/11/19 | ||||
For Period end: | 6/30/19 | 4 | ||
6/6/19 | ||||
6/4/19 | 8-K | |||
3/5/19 | 8-K | |||
1/3/19 | 4 | |||
9/19/18 | 8-K | |||
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