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BIOLARGO, INC.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

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Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Financial Statements

  • 1 -

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025December 31,
(unaudited)2024
Assets
Current assets:
Cash and cash equivalents$4,546$3,548
Accounts receivable, net of allowances7613,168
Inventories409330
Prepaid expenses and other current assets5991
Total current assets5,7757,137
Equipment and leasehold improvements, net1,6641,742
Other non-current assets11695
Operating lease right-of-use assets, net1,070992
Financing lease right-of-use asset, net400451
Clyra Medical note receivable8282
Investment in South Korean joint venture2314
Total assets$9,130$10,513
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses$891$946
Clyra Medical accounts payable and accrued expenses1,134867
Clyra Medical debt obligations, net of discount $161 and $801,033486
Debt obligations8366
Operating lease liabilities142105
Finance lease liability8888
Deposits8090
Total current liabilities3,4512,648
Long-term liabilities:
Debt obligations, net of current190175
Clyra Medical debt obligations, net of current and discount $55 and $801,010352
Operating lease liabilities, net of current969922
Finance lease liability, net of current295360
Total long-term liabilities2,4641,809
Total liabilities5,9154,457
STOCKHOLDERS’ EQUITY:
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at September 30, 2025 and December 31, 2024——
Common stock, $0.00067 Par Value, 550,000,000 Shares Authorized, 311,452,683 and 301,274,243 Shares Issued, at September 30, 2025 and December 31, 2024208202
Additional paid-in capital164,894158,332
Accumulated deficit(158,327)(149,500)
Accumulated other comprehensive loss(195)(183)
Total BioLargo Inc. and subsidiaries stockholders’ equity6,5808,851
Non-controlling interest (Notes 8, 9, 10)(3,365)(2,795)
Total stockholders’ equity3,2156,056
Total liabilities and stockholders’ equity$9,130$10,513
  • 2 -

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue
Product revenue$776$3,935$5,584$13,397
Service revenue3274161,564725
Total revenue1,1034,3517,14814,122
Cost of revenue
Cost of goods sold(418)(2,342)(2,837)(7,510)
Cost of service(313)(287)(1,033)(509)
Total cost of revenue(731)(2,629)(3,870)(8,019)
Gross profit3721,7223,2786,103
Selling, general and administrative expenses3,0882,0938,3396,720
Research and development6156901,9342,098
Credit loss expense3,849—3,849—
Total operating expenses7,5522,78314,1228,818
Operating loss:(7,180)(1,061)(10,844)(2,715)
Other income (expense):
Interest expense(144)(13)(352)(34)
Interest income801414322
PPP loan forgiveness———97
Grant income——615
Total other expense(64)1(203)100
Net loss(7,244)(1,060)(11,047)(2,615)
Net loss attributable to noncontrolling interest(765)(523)(2,220)(1,227)
Net loss attributable to common shareholders$(6,479)$(537)$(8,827)$(1,388)
Net loss per share attributable to common shareholders:
Loss per share attributable to shareholders – basic and diluted$(0.02)$(0.002)$(0.03)$(0.005)
Weighted average number of common shares outstanding:308,974,027300,488,824304,509,957297,090,396
Comprehensive loss:
Net loss$(7,244)$(1,060)$(11,047)$(2,615)
Foreign currency translation812(12)47
Comprehensive loss(7,236)(1,048)(11,059)(2,568)
Comprehensive loss attributable to noncontrolling interest(765)(523)(2,220)(1,227)
Comprehensive loss attributable to common stockholders$(6,471)$(525)$(8,839)$(1,341)
  • 3 -

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(in thousands, except for share data)

Common stock · Additional paid-in · Accumulated · Accumulated other comprehensive · Non-controlling · Total stockholders’
SharesAmountcapitaldeficitlossinterestequity
Balance, December 31, 2024301,274,243$202$158,332$(149,500)$(183)$(2,795)$6,056
Sale of common stock for cash, net of offering costs of $15 (unaudited)——(15)———(15)
Issuance of common stock for services (unaudited)220,330—61———61
Stock option compensation expense (unaudited)——409———409
Stock option exercise (unaudited)265,800——————
Clyra Medical stock option compensation expense (unaudited)—————206206
Clyra Medical stock issued for services (unaudited)—————3636
Clyra Medical stock unit offering (unaudited)—————295295
Clyra Medical dividend Series A Preferred stock (unaudited)—————(86)(86)
Clyra Medical fair value warrant issued with debt (unaudited)—————6969
Noncontrolling interest allocation (unaudited)——(522)——522—
Net loss (unaudited)———(1,155)—(766)(1,921)
Foreign currency translation (unaudited)————(20)—(20)
Balance, March 31, 2025 (unaudited)301,760,373$202$158,265$(150,655)$(203)$(2,519)$5,090
Sale of common stock for cash, net of offering costs of $15 (unaudited)4,077,2853805———808
Issuance of common stock for services (unaudited)915,003—212———212
Stock option compensation expense (unaudited)——292———292
Clyra Medical stock option compensation expense (unaudited)—————200200
Clyra Medical stock issued for services (unaudited)—————2424
Clyra Medical dividend Series A Preferred stock (unaudited)—————(86)(86)
Clyra Medical fair value warrant issued with debt (unaudited)—————9393
Clyra Medical Unit Warrant offering (unaudited)—————1,3091,309
Noncontrolling interest allocation (unaudited)——1,027——(1,027)—
Net loss (unaudited)———(1,193)—(689)(1,882)
Balance, June 30, 2025 (unaudited)306,752,661$205$160,601$(151,848)$(203)$(2,695)$6,060
Sale of common stock for cash, net of offering costs of $15 (unaudited)4,222,4673746———749
Issuance of common stock for services (unaudited)324,294—55———55
Stock option compensation expense (unaudited)——651———651
Exchange of BETI stock for BioLargo common stock (unaudited)153,261——————
Clyra Medical stock option compensation expense (unaudited)—————193193
Clyra Medical sales of Series B Preferred stock (unuadited)—————2,1452,145
Clyra Medical dividend Series A Preferred stock (unaudited)—————(87)(87)
Clyra Medical Unit Warrant offering (unaudited)—————585585
BETI unit offering (unaudited)—————100100
Noncontrolling interest allocation (unaudited)——2,841——(2,841)—
Net loss (unaudited)———(6,479)—(765)(7,244)
Foreign currency translation (unaudited)————8—8
Balance, September 30, 2025 (unaudited)311,452,683208164,894(158,327)(195)(3,365)3,215
  • 4 -

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(in thousands, except for share data)

Common stock · Additional paid-in · Accumulated · Accumulated other comprehensive · Non-controlling · Total stockholders’
SharesAmountcapitaldeficitlossinterestequity
Balance, December 31, 2023292,945,747$196$154,023$(147,098)$(277)$(2,642)$4,202
Sale of stock for cash, net of offering costs of $39 (unaudited)2,160,3481487———488
Issuance of stock for services (unaudited)288,997182———83
Warrant exercise (unaudited)406,278—75———75
Stock option compensation expense (unaudited)——429———429
Stock option compensation expense Clyra (unaudited)—————5959
Stock for service Clyra (unaudited)—————5252
Clyra stock unit offering (unaudited)—————475475
Clyra dividend Series A Preferred stock (unaudited)—————(86)(86)
BETI stock offering (unaudited)—————5050
Noncontrolling interest allocation (unaudited)——288——(288)—
Net loss (unaudited)———(410)—(365)(775)
Foreign currency translation (unaudited)————96—96
Balance, March 31, 2024 (unaudited)295,801,370$198$155,384$(147,508)$(181)$(2,745)$5,148
Sale of stock for cash, net offering costs of $16 (unaudited)454,5471135———136
Issuance of stock for services (unaudited)446,989—116———116
Issuance of stock in exchange for BETI shares (unaudited)378,788——————
Warrant exercise (unaudited)561,4701140———141
Stock option exercise (unaudited)497,024—85———85
Stock option compensation expense (unaudited)——476———476
Stock option compensation expense Clyra (unaudited)—————6363
Stock for service Clyra (unaudited)—————1414
Clyra sales of Series A Preferred stock (unaudited)—————640640
Clyra dividend Series A Preferred stock (unaudited)—————(86)(86)
Noncontrolling interest allocation (unaudited)——(2,565)——2,565—
Net loss (unaudited)———(441)—(339)(780)
Foreign currency translation (unaudited)————(61)—(61)
Balance, June 30, 2024 (unaudited)298,140,188$200$153,771$(147,949)$(242)$112$5,892
Common stock offering costs of $15(unaudited)——(15)———(15)
Issuance of stock for services (unaudited)260,903—63———63
Warrant exercise (unaudited)2,310,5892538540
Stock option compensation expense (unaudited)——194———194
Stock option exercise (unaudited)451,858—68———68
Stock option compensation expense Clyra (unaudited)—————4343
Stock option exercise Clyra (unaudited)—————3737
Clyra dividend Series A Preferred stock (unaudited)—————(87)(87)
Clyra unit offering (unaudited)——175175
Clyra conversion of note payable and interest (unaudited)—————119119
Noncontrolling interest allocation (unaudited)——2,250——(2,250)—
Net loss (unaudited)———(537)—(523)(1,060)
Foreign currency translation (unaudited)————12—12
Balance, September 30, 2024 (unaudited)301,163,538$202$156,869$(148,486)$(230)$(2,374)$5,981
  • 5 -

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Nine Months Ended September 30,
20252024
Cash flows from operating activities
Net loss$(11,047)$(2,615)
Adjustments to reconcile net loss to net cash used in operating activities:
Credit loss expense3,849—
Stock option compensation expense1,9511,264
Common stock issued for services388365
Bad debt expense3713
PPP loan forgiveness—(97)
Amortization of debt discount106—
Amortization of right-of-use operating lease assets10673
Amortization of right-of-use finance lease asset51—
Operating lease liabilities(100)(60)
Finance lease liability(65)—
(Gain) loss on investment in South Korean joint venture(9)4
Depreciation expense112115
Changes in assets and liabilities:
Accounts receivable(1,958)(610)
Inventories(79)(85)
Prepaid expenses and other assets11(7)
Accounts payable and accrued expenses(55)118
Deposits(10)(35)
Clyra Medical accounts payable and accrued expenses5551
Contract liabilities—(284)
Net cash used in operating activities(6,707)(1,290)
Cash flows from investing activities
Equipment purchases(33)(1,260)
Proceeds from note receivable481—
Net cash provided by (used in) investing activities448(1,260)
Cash flows from financing activities
Proceeds from sale of common stock, net of commissions1,542609
Proceeds from debt obligation50—
Proceeds from warrant exercise—756
Proceeds from option exercise—153
Proceeds from sale of BETI common stock—50
Repayment of debt obligations(18)(12)
Proceeds from BETI unit offering100—
Proceeds from Clyra Medical preferred series B2,145—
Proceeds from Clyra Medical debt obligations1,261—
Proceeds from Clyra unit warrant offering1,894—
Proceeds from sales of Clyra Medical common stock2951,290
Net cash provided by financing activities7,2692,846
Net effect of foreign currency translation(12)47
Net change in cash998343
Cash and cash equivalents at beginning of period3,5483,539
Cash and cash equivalents at end of period$4,546$3,882
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest$246$12
Income taxes$—$—
Short-term lease payments not included in lease liabilities$21$37
Non-cash investing and financing activities
Conversion of accounts receivable to a note receivable$3,764$—
Conversion of Clyra note payable into Clyra shares$—$119
Conversion of BETI common stock to BioLargo common stock$25$50
Clyra Medical right-of-use asset and operating lease liability$184$—
Allocation of noncontrolling interest$3,346$84
Fair value of Clyra Medical warrants issued as debt discount$162$—
Clyra Medical dividend Series A Preferred stock$259$259
  • 6 -

Note1. Business and Organization

Description of Business

BioLargo, Inc. (“BioLargo”, or the “Company”) invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination (per- and polyfluoroalkyl substances), advanced water and wastewater treatment, industrial odor control, air quality control, infection control, and myriad environmental remediation challenges. 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*include licensure, joint venture, sale, spin off, or by deploying direct to market strategies.

Organization

We are a Delaware corporation formed in1991, and have five wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in2006; ONM Environmental, Inc., organized under the laws of the State of California in2009; BioLargo Equipment Solutions & Technologies, Inc., organized under the laws of the State of California in2022; BioLargo Canada, Inc., organized under the laws of Canada in2014; and BioLargo Development Corp., organized under the laws of the State of California in2016. Additionally, we own 48% (see Note8) of Clyra Medical Technologies, Inc. (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in2012 and redomiciled to Delaware in2023; 74% (see Note9) of BioLargo Engineering Science and Technologies, LLC (“BLEST"), organized under the laws of the State of Tennessee in2017; and 96% (see Note10) of BioLargo Energy Technologies, Inc. ("BETI") organized under the laws of the State of California in2019. We consolidate the financial statements of our partially owned subsidiaries.

Liquidity / Going Concern

For thenine 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 (see Note2, "Allowance for Credit Losses"), and which is the subject of litigation (see Note13), 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 donot 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 maychoose to curtail portions of our operations. The condensed consolidated financial statements donot* include any adjustments that might be necessary if we are unable to continue as a going concern.

-7 -

Note2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and partially owned subsidiaries BETI, BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated.

The accounting and financial reporting policies of the Company conform, in all material respects, to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the industry. The condensed consolidated financial statements in the Quarterly Report on Form10-Q havenot been audited by an independent registered public accounting firm, but in the opinion of management, reflect all necessary adjustments for a fair presentation of the Company’s condensed consolidated financial position and condensed consolidated results of operations. All adjustments were of a normal and recurring nature. The condensed consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form10-Q adopted by the Securities and Exchange Commission (the “SEC”). Accordingly, the condensed consolidated financial statements donot include all information and footnotes required by GAAP for complete financial presentation and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended* December 31, 2024*, included in our Annual Report on Form10-K filed with the SEC on* March 31, 2025.The results of operations for thethree* andnine months ended* September 30, 2025* arenot necessarily indicative of the results to be expected for the full year or any future period.

Foreign Currency

The Company has designated the functional currency of BioLargo Canada, 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 loss.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities ofthree months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts atone of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of*$250,000* per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We donot anticipate non-performance by our condensed consolidated financial institution.

As of* September 30, 2025*, and* December 31, 2024*, our cash balances were made up of the following (in thousands):

September 30, 2025December 31, 2024
BioLargo, Inc. and subsidiaries$2,345$3,175
Clyra Medical Technologies, Inc.2,201373
Total$4,546$3,548

Accounts Receivable

Accounts receivable are customer obligations that are unconditional. Accounts receivable are presented net of an allowance for expected credit losses, which represents an estimate of amounts that* may**not* be collectible. The Company performs ongoing credit evaluations of its customers and, if necessary, provides an allowance for expected credit losses. A credit loss expense to the expected credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment, and the Company’s historical experience. Credit loss expense is recorded to general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible andno longer actively pursues collection of the receivable. The Company doesnot have any off-balance-sheet credit exposure related to customers. As of* September 30, 2025*, and* December 31, 2024*, the expected credit losses were $700,000 and $97,000, respectively.

ContentsView on SEC.gov

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