BIOLARGO, INC.

On June 6, 2025, ONM Environmental entered into an amendment to the Preferred Master Manufacturing Agreement with Ikigai Holdings, LLC and Pooph Inc. to allow Pooph Inc. to pay past due amounts of $1,378,141 in royalties and $2,385,468 on product invoices through a weekly payment plan bearing 10% interest and maturing July 3, 2026 (the “PMMA Amendment”). This amount was recorded on our balance sheet at June 30, 2025, as a note receivable. The PMMA Amendment also modified payment and invoicing terms on existing and future product purchase orders, and allowed BioLargo to withhold product if the payment terms were not met. On August 5, 2025, Pooph Inc. delivered a royalty report due for the second quarter of 2025, but did not pay the $463,520 in royalties due. On August 15, 2025, it failed to make the weekly payment required pursuant to the PMMA Amendment, and has not made a payment since. On September 19, 2025, Pooph Inc. disclosed that it had been working independently on developing a new formula for Pooph-branded products to replace BioLargo's formula, and that it was terminating the Preferred Master Manufacturing Agreement, citing our refusal to deliver products. On September 24, 2025, BioLargo and ONM delivered notice to Pooph that the grant of license was immediately revoked due to Pooph’s failure to pay royalties, and that it was terminating the License Agreement in its entirety with 150 days’ notice. The notice further advised that Pooph is not allowed to market or sell products that incorporate, use, or are based on, in whole or in part, BioLargo’s patents and proprietary information, including but not limited to know-how, disclosed to Pooph, and that absent reinstatement of the grant of license, Pooph must immediately stop marketing and selling any such products in its possession, custody or control (or sold through market portals or platforms such as Amazon).

On November 11, 2025, we (BioLargo Inc. and ONM Environmental Inc.) filed a lawsuit against Pooph Inc. (and related party Ikigai Marketing Works LLC) in the United States District Court, Central District of California, case number 8:25-cv-02516, alleging patent infringement (35 U.S.C. 271), false advertising (15 U.S.C. 1125), and state law claims including breach of contract, false promise, unfair and fraudulent business practices, and constructive fraud. In the suit, we seek (i) an order that the defendants have infringed on our patents, an injunction enjoining defendants from further infringing on our patents, and accounting for defendants' gains and profits; (ii) an order that defendants have violated Section 43(a) of the Lanham Act, an injunction preventing defendants from using product reviews based on our proprietary technology with their newly formulated products, and an accounting and damages for these violations; (iii) compensatory damages for unpaid royalties of $1,667,292; (iv) compensatory damages for unpaid product purchased from ONM Environmental of $2,154,110, (v) compensatory damages in an amount according to proof for false promises and unfair and fraudulent business practices; (vi) treble and/or exemplary damages; and (vii) costs and attorneys fees. Also on November 11, 2025, Pooph Inc. served ONM Environmental with a lawsuit venued in the Orange County, California Superior Court filed September 11, 2025, case number 30-2025-01511009, alleging ONM Environmental breached the terms of, and the implied covenant of good faith and fair dealing of, the Preferred Master Manufacturing Agreement, seeking damages in an amount to be determined, as well as unjust enrichment, interest, and attorneys fees and costs, arising out of the manufacture and sale of the Pooph-branded products, including the Litterizer cat-litter additive, and ONM Environmental's refusal to full purchase orders while Pooph Inc. was in breach of contract for failure to pay past due monies. ONM Environmental disputes the allegations and intends to vigorously defend the lawsuit. While the outcomes of the lawsuits are uncertain, management believes that the resolutions of these proceedings will not have a material adverse effect on the Company's financial position, results of operations, or cash flows. However, adverse outcomes could materially impact future financial results.

During the three months ended September 30, 2025, BioLargo management determined that the note receivable and accounts receivable owed by Pooph Inc. were fully impaired, resulting in a $3,849,000 credit loss expense recorded on our condensed consolidated statement of operations, which reduced operating income and current assets by that amount.

ONM Environmental

Our wholly-owned subsidiary ONM Environmental generates revenues through (i) sales of our flagship product CupriDyne Clean to industry, including related design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and (ii) sales of private-label products to third parties, including the Pooph branded pet odor control product.

Revenue (ONM Environmental)

ONM Environmental’s revenues decreased 80% and 55% (to $776,000 and $5,583,000) in the three and nine months ended September 30, 2025, compared with the same periods in 2024. The decrease in revenues was almost entirely due to a decrease in the volume of sales of our pet odor product private labeled to a third party under the brand name "Pooph". Because the Pooph brand is owned and marketed by a third party, ONM Environmental has no control over its marketing and sales activity. We expect annual revenues for the year ending December 30, 2025, to decrease as compared with 2024.

Cost of Goods Sold (ONM Environmental)

ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of depreciation, salaries and expenses related to the manufacturing and installation of its products. As a percentage of revenue, ONM Environmental’s costs of goods for the three and nine months ended September 30, 2025, were 54% and 51% a decrease of 1% and 3%, compared to the same periods in 2024. The decrease in cost of goods is due to the change in revenue concentration across product lines.

Selling, General and Administrative Expense (ONM Environmental)

ONM Environmental’s selling, general and administrative expenses ("SG&A") increased 8%during the three and nine months ended September 30, 2025, as compared with the same periods in 2024. The increase is due to increases in salaries, professional fees and insurance expense.

Operating Income (ONM Environmental)

ONM Environmental generated operating loss of $3,807,000 and $2,026,000 in the three and nine months ended September 30, 2025, compared to operating income of $1,382,000 and $4,668,000 for the three and nine months ended September 30, 2024. The operating loss is primarily due to the decrease in sales volume of Pooph branded products, which has declined in the 2025 periods, the credit loss expense for uncollectible account receivables totaling $603,000, and the note receivable credit loss expense totaling $3,283,000.

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BLEST (engineering)

Revenue (BLEST)

Excluding intersegment revenue, our engineering segment's revenues decreased 34% (to $327,000) in the three months ended September 30, 2025, as compared with the same period in 2024, and decreased 7% (to 1,565,000) in the nine months ended September 30, 2025, as compared with the same period in 2024. The decrease in revenues in the three-month period is due to the timing of recognition of revenue (and related deferred revenue recognition) related to its product sales and its fixed fee contracts at U.S. Air Force bases.

In addition to providing services to third party clients, BLEST provides services for internal BioLargo projects. These services are billed internally, are considered intersegment revenue, and are eliminated in the consolidation of our financial statements. In the three and nine months ended September 30, 2025, intersegment revenue for BLEST totaled $123,000 and $515,000, and for the three and nine months ended September 30, 2024, intersegment revenue for BLEST totaled $326,000. and $754,000. The decrease in intersegment revenue is due to a reduced level of liquidity to allocate to the development of the BioLargo technology.

Cost of Revenues (BLEST)

BLEST’s cost of revenues includes employee labor, subcontracted costs and material costs. In the three and nine months ended September 30, 2025, costs were 95% and 66% of revenues, versus 100% and 74% in the same periods in 2024. The decrease is related to efficiencies on fixed fee contracts, compared to product sales, which had more direct costs, attributed to the AEC project in Lake Stockholm New Jersey.

Selling, General and Administrative Expense (BLEST)

BLEST’s SG&A expenses were $198,000 and $752,000 in the three and nine months ended September 30, 2025, compared to $218,000 and $659,000 in the three and nine months ended September 30, 2024. The increase in the nine-month period is due to the hiring of additional employees in 2025.

Operating Loss (BLEST)

BLEST generated an operating loss of $403,000 and $763,000 in the three and nine months ended September 30, 2025, compared to an operating loss of $375,000 and $1,067,000 in the three and nine months ended September 30, 2024. The operating losses are reflective of the focus at BLEST on advancing internal BioLargo projects such as the Cellinity battery and AEC water treatment system. Our condensed consolidated financial statements eliminate intersegment revenues.

Clyra Medical

Clyra Medical has not yet begun commercial sales of its products and thus did not generate revenues in the three and nine months ended September 30, 2025 or 2024. In the three and nine months ended September 30, 2025, it incurred total costs and expenses of $1,483,000 and $4,063,000, which included $231,000 and $795,000 in research and development expenses. In the same periods in 2024, total costs and expenses were $857,000 and $2,019,000, which included $291,000 and $512,000 in research and development expenses. The increases in costs and expenses are primarily related to stock option expense recorded as selling, general and administrative expenses and also an increase in product development cost. Although Clyra Medical is working to generate revenue through product sales to multiple distributors, management is not yet in a position to disclose when first sales will commence.

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BETI

BioLargo Energy Technologies, Inc. (BETI) is developing our Cellinity battery, and has not generated generate revenue. For the three and nine months ended September 30, 2025, it incurred total costs and expenses of $128,000 and $346,000, which included $47,000 and $161,000 in research and development expenses. In the same periods in 2024, total costs and expenses were $194,000, and $575,000, which included $133,000 and $346,000 in research and development expenses. We are focused on recruiting business partners to facilitate capital investment and are unable to predict when BETI will generate revenue.

BEST

BioLargo Equipment, Sciences and Technologies, Inc. (BEST) was formed in 2024 to commercialize BioLargo's proprietary water treatment equipment, including its PFAS removal device the AEC. As the first AEC sale occurred prior to the Company's formation, and the sales cycle for advanced water treatment systems is long, BEST has not yet generated revenues. We intend future water treatment projects to be contracted through BEST. During the three and nine months ended September 30, 2025, it incurred $83,000 and $208,000 of total expenses. In the same periods in 2024, it incurred $59,000 and $174,000 in total expenses primarily related to sales and marketing activities.

Selling, General and Administrative Expense – consolidated

Our SG&A expenses include both cash (for example, salaries to employees) and non-cash expenses (for example, stock option compensation expense). For the three and nine months ended September 30, 2025 consolidated SG&A increased 48% and 24% (to $3,088,000 and $8,339,000). The largest components of our SG&A expenses included (in thousands):

In the three and nine months ended September 30, 2025, our non-cash expenses from the issuance of stock and stock options totaled $844,000 and $1,951,000 compared to $337,000 and $1,629,000 for the three and nine months ended September 30, 2024. Our non-cash expenses are related to stock option issuances for previously issued stock options that expired during the three and nine months ended September 30, 2025. and 2024. The substantial majority of this stock option expense is recorded in employee salaries and consulting expense. Salaries and payroll related expense increased due to the addition of new employees; companywide, there are 42 full time employees as of the date of this report. Professional fees increased in the nine months ended September 30, 2025, due to increased corporate activity related to new private securities offerings for BioLargo and Clyra, and other organizational needs that required professionals. Office expense increased due to an increase in insurance related costs. Investor relation expense decreased due to fewer trade show and investor events.

Research and Development

In the three and nine months ended September 30, 2025, we spent $615,000 and $1,934,000 in the research and development of our technologies and products. This was a decrease of 11% and 8% as compared to the three and nine months ended September 30, 2024. The decrease is primarily due to the timing of project work and available working capital.

Interest expense

Our interest expense for the three and nine months ended September 30, 2025, was $144,000 and $352,000 compared to interest income of $(13,000) and interest expense totaling $34,000 in the three and nine months ended September 30, 2024. The increase of interest expense is related to the increase of Clyra Medical debt obligations.

Other Income and Expense

For the nine months ended September 30, 2025, we had $6,000 of grant income, compared to $15,000 of grant income for the same periods in 2024. Grant income is primarily generated through our wholly owned Canadian subsidiary. The research grants received are considered reimbursement grants related to costs we incur and therefore are included as Other Income. Grant funds paid directly to third parties are not included as income in our condensed consolidated financial statements.

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Net Loss

Net loss for the three and nine months ended September 30, 2025, was $7,244,000 and $11,047,000 a loss of $ (0.02) and $ (0.03) per share, compared to a net loss for the three and nine months ended September 30, 2024, of $1,060,000 and $2,615,000 a loss of $ (0.002) and $ (0.005) per share. Our net loss for the three and nine months ended September 30, 2025, increased because of the decrease in ONM Environmental revenue and the $3,849,000 credit loss expense associated with a note receivable (see also discussion of recent litigation in Part I, Item 2 above).

The net income (loss) per business segment is as follows (in thousands):

Liquidity and Capital Resources

For the nine months ended September 30, 2025, we generated revenues of $7,148,000, had a net loss of $11,047,000, of which $3,849,000 was a credit loss expense resulting from a customer's contractual defaults and which is the subject of litigation (see "Credit Loss Expense, Pooph Litigation", above), used $6,707,000 net cash in operating activities, and received $7,269,000 net cash from financing activities. As of September 30, 2025, we had current assets of $5,775,000, including $4,546,000 cash and cash equivalents. As of September 30, 2025, we had current liabilities of $3,451,000, and working capital of $2,324,000. We do not believe gross profits in the year ending December 31, 2025, will be sufficient to fund our current level of operations for the reminder of the year, and therefore expect we will continue to be limited in terms of our capital resources, and therefore expect to continue to need further investment capital to fund our business plans and investments in our new technologies. The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to increase revenues, generate cash from operations, and/or generate cash from financing activities. If we are unable to raise additional cash through gross profits or financing activities, management may choose to curtail portions of our operations. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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Critical Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of offerings of debt with equity or derivative features which include the valuation of the warrant component, any beneficial conversion feature and potential derivative treatment, and share-based payments. We base our estimates on anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.

Our significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements are described in (i) in Part I, Item 1 of this Form 10-Q, Note 2, “Summary of Significant Accounting Policies” and (ii) in the Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, in the Notes to Consolidated Financial Statements in Part II, Item 8, and “Critical Accounting Policies and Estimates” in Part II, Item 7. There have been no material changes to the Company’s critical accounting policies and estimates since the filing of its Form 10-K.