BLGO 10-K & 10-Q changes, risk factors and insider trading
Biolargo, Inc. · OTC · Chemicals & Allied Products · CIK 880242 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “A significant portion of our revenue is concentrated with one customer selling one product line.”
Removed heading “Our revenue growth rate may not be indicative of future performance and may slow over time.”
Removed heading “A recession in the United States may affect our business.”
Largest changes
We have not yet generated enough revenue or gross profit from operations to fund our expenses, and, accordingly, we have incurred net losses every year since our inception.see in full comparisonWeFor the year ended December 31, 2025 we recorded a net loss of $15,189,000, of which $3,886,000 was a credit loss expense resulting from a customer's contractual defaults (see Note 2, "Allowance for Credit Losses"), and which is the subject of litigation (see Note 14), compared to a net loss of $4,347,000 for the year ended December 31,2024, and a net loss of $4,648,000 for the year ended December 31, 2023.2024. At December 31,2024,2025, we had$3,548,000$3,883,000 in cash and cash equivalents. We have funded the majority of our activities through the issuance of equity securities, both at corporate level (BioLargo Inc.) and through direct third-party investments in oursubsidiaries.subsidiariesAlthough(suchweasareClyradevotingMedicalmore(seeenergyNote 10) andmoneyBETIto(seeourNotesales and marketing activities, and our revenues have increased year-over-year for the last eight years, we continue to anticipate net losses and negative cash flow for the foreseeable future.9)). Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, the rate of client adoption of our products, and the efforts and success of third parties, such asIkigaitheMarketingcompaniesWorks that sells an odor-control product for pets based ondistributing ourtechnology.medical products. We may continue to incur losses and experience negative cash flows from operations for the foreseeablefuture.future,Ifandweintendcannottoachieve positive cash flow from operations or net income, we may needcontinue to raise additional capital on acceptable terms.
“A recession in the United States may affect our business.”see in full comparison
“A significant portion of our revenue is concentrated with one customer selling one product line.”see in full comparison
“Our revenue growth rate may not be indicative of future performance and may slow over time.”see in full comparison
“We manufacture and sell private-labeled products to third parties who market those products to businesses, consumers and retailers. We have no control over the marketing budgets, sales activities or efforts of these third parties. We cannot predict if their current level of efforts will increase, decrease, or stay the same. A significant portion of our revenues has historically come from the sale of private label products. In 2025, our largest private-label customer ceased purchasing products from us, and as a result our annual revenues decreased by 56% as compared to the prior year. …”see in full comparison
“Although our revenues have grown over the last several years and in recent quarters, our revenue growth rate may slow over time for a number of reasons, including increasing competition, market saturation, slowing demand for our products and services, increasing regulatory costs and challenges, and failure to capitalize on growth opportunities.”see in full comparison
Full comparison: every changed paragraph (18)
Our future results of operations, financial condition and liquidity and the market price for our securities are subject to numerous risks, many of which are driven by factors that we cannot control. The following cautionary discussion of risks, uncertainties and assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business, results of operations, financial condition, prospects and cash flows. Also see “Forward-looking Statements” in Part I, Item I, above.
We have not yet generated enough revenue or gross profit from operations to fund our expenses, and, accordingly, we have incurred net losses every year since our inception. WeFor the year ended December 31, 2025 we recorded a net loss of $15,189,000, of which $3,886,000 was a credit loss expense resulting from a customer's contractual defaults (see Note 2, "Allowance for Credit Losses"), and which is the subject of litigation (see Note 14), compared to a net loss of $4,347,000 for the year ended December 31, 2024, and a net loss of $4,648,000 for the year ended December 31, 2023.2024. At December 31, 2024,2025, we had $3,548,000$3,883,000 in cash and cash equivalents. We have funded the majority of our activities through the issuance of equity securities, both at corporate level (BioLargo Inc.) and through direct third-party investments in our subsidiaries.subsidiaries Although(such weas areClyra devotingMedical more(see energyNote 10) and moneyBETI to(see ourNote sales and marketing activities, and our revenues have increased year-over-year for the last eight years, we continue to anticipate net losses and negative cash flow for the foreseeable future.9)). Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, the rate of client adoption of our products, and the efforts and success of third parties, such as Ikigaithe Marketingcompanies Works that sells an odor-control product for pets based ondistributing our technology.medical products. We may continue to incur losses and experience negative cash flows from operations for the foreseeable future.future, Ifand weintend cannotto achieve positive cash flow from operations or net income, we may needcontinue to raise additional capital on acceptable terms.
Our cash requirements and expenses continue to be significant. For the year ended December 31, 2024,2025, we used $3,206,000$8,297,000 cash in operations, and at December 31, 2024,2025, we had a working capital of $4,489,000,$51,000 and current assets of $7,137,000.$5,114,000. In order to become profitable, we must significantly increase our revenues. Although our revenues are increasing through sales of our private-label products and from our engineering division, weWe expect to continue to use cash for the foreseeable future as it becomes available to advance our developing technologies, ramp up staffing to accommodate growth and increase support infrastructure for our growing business,infrastructure, and expect to continue to need to sell our securities to fund operations.operations at both the corporate level (BioLargo Inc.) and through our subsidiaries.
We have relied on private securities offerings, as well as sales of stock to Lincoln Park Capital Fund, LLC (see “Share Purchase Agreement with Lincoln Park”; see Part II, Item 9Babove), to provide cash needed to close the gap between operational revenue and expenses. Our agreement with Lincoln Park expired February 1, 2026. Although we do not intend to enter into a new purchase agreement with Lincoln Park, we are negotiating terms of a similar arrangement with a third party. Furthermore, our ability to rely on private financing from individual investors may change ifdue to many economic factors outside of our control, including whether the United States enters a recession, if the Dow Industrial Average or Nasdaq composite decline significantly, if interest rates rise, if real estate values decline, if international events affect the global economy, or many other factors that impact private investors’ willingness to invest in high-risk companies. Thus, while we have been able to rely on private investments in the past, we may not be able to do so in the near future.
During the year ended December 31, 2024,2025, we (i) sold $260,000$2,122,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 3), (ii) sold $334,000$215,000 of our common stock and warrants to accredited investors (see NotesNote 3 and Note 6), (iii) sold $2,005,000$2,339,000 of Clyra Medical common stock and $2,145,000 of Clyra Medical Series B Preferred Stock (see Note 10), and $50,000$425,000 from the sale of BETI common stock (see Note 9). TheseThe aresale of stock is dilutive to our existing stockholders, and the stockholders of our subsidiaries. We intend to continue these financing activities and thus intend to continue to dilute existing and future stockholders.
We manufacture and sell private-labeled products to third parties who market those products to businesses, consumers and retailers. We have no control over the marketing budgets, sales activities or efforts of these third parties. We cannot predict if their current level of efforts will increase, decrease, or stay the same. A significant portion of our revenues has historically come from the sale of private label products. In 2025, our largest private-label customer ceased purchasing products from us, and as a result our annual revenues decreased by 56% as compared to the prior year. This customer failed to pay for products purcahsed from us and for license royalties, and we are involved in litigation with them. (See subheading Credit Loss Expense, Pooph Litigation in Results of Operations below.) While we intend to defend our interests vigorously, litigation is inherently uncertain and adverse judgments, settlements, injunctions, or government actions could occur. These outcomes could require substantial payments, restrict or delay aspects of our operations, divert management time, increase insurance or legal costs, or otherwise negatively affect our financial condition and results of operations. We cannot predict the timing, outcome, or ultimate impact of any pending matter, or whether, if we were to prevail in such litigation, we would be able to collect on any judgment we obtain.
We manufacture and sell private-labeled products to third parties who market those products to businesses, consumers and retailers. We have no control over the marketing budgets, sales activities or efforts of these third parties. We cannot predict if their current level of efforts will increase, decrease, or stay the same. A significant portion of our revenues - approximately 77% - comes from the sale of private label products. If they curtail their marketing efforts, currently through national television advertising, our sales to them could decrease. If they discontinue their marketing campaign, our sales to them would be significantly reduced.
A significant portion of our revenue is concentrated with one customer selling one product line.
In the year ended December 31, 2024, one customer selling our pet odor control products under a private label accounted for 77% of our total revenue. In the prior year, that one customer accounted for 82% of our total revenue. A disruption in our relationship with this customer would adversely affect our results of operations. The customer's demand for our products may fluctuate due to factors beyond our control, including their willingness to spend money on advertising, the success of such advertising, their success of selling to retail accounts, and their reliance on the marketing and sale of a single line of products. Any significant reduction in orders from this customer could have a material adverse effect on our business, results of operations, or financial condition.
Our revenue growth rate may not be indicative of future performance and may slow over time.
Although our revenues have grown over the last several years and in recent quarters, our revenue growth rate may slow over time for a number of reasons, including increasing competition, market saturation, slowing demand for our products and services, increasing regulatory costs and challenges, and failure to capitalize on growth opportunities.
Economic uncertaintiesuncertainties, recession, and domestic or world events and policies may adversely affect our business and operations.
Domestic and world events continue to create economic uncertainties, including the wars in GazaIran and the Ukraine, international trade policies, including tariffs, and inflationary pressures. The Federal Reserve could raise interest rates in the United States in response to price inflation. Any myriad of factors could cause a sharp downward correction in stock market. We cannot predict how the foregoing factors will affect the market for our products and services, but the impact may be adverse. If the U.S. economy were to contract into a recession or depression, our existing clients, and potential future clients, may divert their resources to other goods and services, and our business may suffer.
A recession in the United States may affect our business.
If the U.S. economy were to contract into a recession or depression, our existing clients, and potential future clients, may divert their resources to other goods and services, and our business may suffer.
The sale or issuance of our common stock to Lincolnany Parkequity mayline causeprovider causes dilution, and the sale of the shares of common stock acquired by Lincolnany Park,such provider, or the perception that such sales may occur, could cause the price of our common stock to fall.
On December 13, 2022, we entered into a Purchasepurchase Agreementagreement with Lincoln Park ("LPCPurchase Agreement"), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $10,000,000 of our common stock (subject to certain limitations) from time to time over a period of three years.years Weexpiring generallyFebruary 1, 2026 (see “Share Purchase Agreement with Lincoln Park” above). Although we have thenot rightyet done so, we intend to enter in to a similar agreement with another institutional investor that would allow us to control the timing and amount of any sales of our shares to Lincolnsuch Park.party. Sales of our common stock, if any, to Lincolnsuch Parkthird party will depend on market conditions and other factors to be determined by us.us, Weand we may ultimately decide to sell to Lincolnsome, Park all, someall or none of the shares of our common stock that may be available for us to sell pursuant to theany LPCsuch Agreement.new agreement. If and when we do enter into a new agreement and sell shares to Lincolnthe Park,third party, after Lincolnsuch Parkthird party has acquired the shares, Lincoln Parkthey may resell all, some or none of those shares at any time or from time to time at its discretion. Therefore, sales toof Lincolnour Parkshares by us could result in substantial dilution to the interests of other holders of our common stock, as well as sales of our stock by Lincoln Park into the open market causing fluctuations or reductions in the price of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Lincolnan Park,institutional investor, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire to effect sales.
During the year ended December 31, 2024,2025, we soldissued approximately 2.616 million shares of our common stock. Our private securities offerings typically offer convertible securities, including notes and warrants. Those warrants often include provisions that require investors to pay for the underlying shares with cash, which if executed would generate working capital for the company. Any additional capital that we raise would dilute the interest of the current stockholders and any persons who may become stockholders before such financing. Given the price of our common stock, such dilution in any financing of a significant amount could be substantial.
Management's Discussion & Analysis (MD&A)
New heading “Credit Loss Expense, Pooph Litigation”
New heading “BioLargo Energy Technologies (BETI)”
New heading “BioLargo Equipment, Solutions & Technologies (BEST)”
New heading “Credit Loss Expense”
Largest changes
“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, 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. …”see in full comparison
Net loss for the year ended December 31,see in full comparison2024,2025, was$4,347,000$15,189,000 a loss of$0.01$0.04 per share, compared to a net loss for the year ended December 31,2023,2024, of$4,648,000$4,347,000 a loss of $0.01 pershare,share. This is adecreaseyear-over-year increase in net loss of6%.249%. Our net loss this yeardeclinedincreased because of theincreasedecrease ingrossONMmarginEnvironmentalrelatedrevenuetoand theincrease$3,849,000increditourlossrevenues,expenseoffsetassociatedbywith anincreaseONMofEnvironmentalselling,clientgeneral(seeandCreditadministrativeLossexpense.Expense, Pooph Litigation, above). The net income (loss) per business segment is as follows (in thousands):
Full comparison: every changed paragraph (35)
Our consolidated revenue for the year ended December 31, 20242025 was $17,779,000,$7,765,000, which is a 45%56% increasedecrease over the same period$17,779,000 in 2023.revenues for the year ended December 31, 2024. Services revenue increased 32%96% byto $247,000,$1,998,00, while revenue from product sales increaseddecreased by66% 46%,to $5,302,000.$5,767,000. The increase in service revenues was related to additional engineering consulting service contracts. The increasedecrease in product revenues was almost entirely due to anthe increasedecrease in the volume of sales ofto our largest private-label odor-control products,products specifically thecustomer, Pooph branded pet-odor product.Inc.
Our wholly-owned subsidiary ONM Environmental generates revenues through sales of our flagship product CupriDyne Clean,Clean industrial odor and VOC control product, by providing design, installation,installation and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and through sales of private-labelconsumer products based on our CupriDyne Clean technology.
Credit Loss Expense, Pooph Litigation
Since 2021, ONM Environmental has been selling odor control products for use with pets to Ikigai Holdings LLC, who sold them to consumers and retailers under the brand name "Pooph", pursuant to a Preferred Master Manufacturing Agreement ("PMMA") and License Agreement. On June 6, 2025, the parties amended the PMMA 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”). These amounts were recorded on our consolidated balance sheets 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, it 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 PMMA, citing our refusal to deliver products. On September 24, 2025, we delivered notice to Pooph that the grant of license was immediately revoked due to Pooph’s failure to pay royalties, and that we were 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, 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, alleging ONM Environmental breached the terms and the implied covenant of good faith and fair dealing of the Preferred PMMA, 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, and ONM Environmental's refusal to fullfil 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 consolidated statements of operations, which reduced operating income and current assets by that amount.
ONM Environmental’s revenues for the year ended December 31, 2024,2025, were $15,597,000,$5,905,000 ana increasedecrease of $4,157,000$9,692,000 or 36%(62%) from the same period in 2023.2024. The increasedecrease in revenues was almost entirely due to ana increasedecrease in the volume of sales of private label odor-control products, specifically the Pooph branded pet-odor productproducts (which increaseddecreased by $3,976,000$9,100,000). Because Pooph is owned and marketed by a third party, ONM Environmental has no control over the marketing and sales activity or levels of the Pooph brand. BecauseAlthough we believe the success of the Pooph brand hasdemonstrates onlythe beenviability of our pet-odor control products, and although we are actively seeking a new partner that can capitalize on the marketprior forsuccess, threeunless years,a itnew partner is difficult to identify trends and uncertainties in sales volumes, especially so for longer periods of time. For the interim period ending March 31, 2025, as the first quarter of 2024 remains our highest recorded revenue period from Pooph,found, we expect aONM downturnEnvironmental's inrevenues revenue infor the comparativeyear period. A reduction of revenue from sale of Pooph will adversely impact our company-wide revenue. (Seeending the Riskyear Factorended aboveDecember titled31, “A2026 significantto portiondecrease ofas ourcompared revenueto isthe concentratedyear withended oneDecember customer.”)31, 2025.
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 increaseddecreased 4%2% in 20242025 to 53%.51%. The increasedecrease was related to normal price fluctuations for raw materials.
ONM Environmental’s SG&A expenses were $1,357,000$1,324,000 in 2024,2025, compared to $1,472,000$1,357,000 in 2023.2024. We expect these expenses to remain approximately the same in 2025.2026 at the current level of operations.
Operating Loss and Income (ONM Environmental)
ONM Environmental generated an operating loss of $2,317,000 in 2025, compared to operating income totaling $5,920,000 in 2024. The operating loss is primarily due to the decrease in sales volume of Pooph branded products, which has declined in 2025, the credit loss expense for uncollectible account receivables totaling $603,000, and the note receivable credit loss expense totaling $3,283,000.
ONM Environmental generated operating income of $5,920,000 in 2024, compared to an operating income of $4,335,000 in 2023. The increase in operating income is due almost entirely to an increase in the sales of its Pooph branded pet odor product. As the marketing and sales of that product is in the sole control of a third party, we have no way of determining whether these sales will decrease or increase in the current year and thus have no way to determining whether ONM Environmental will have an operating income in the current year.
BLEST generated $1,998,000 in third-party service revenues in the year ended December 31, 2025, a 96% increase over the $1,017,000 in third-party service revenues in the year ended December 31, 2024. This increase was due to an increased volume of services provided to existing and new clients, including increased work at U.S. Air Force bases. As BLESTs revenues in 2024 included product revenue related to the Lake Stockholm project, its overall revenues in 2025 decreased as compared to 2024. In 2025 and future periods, product sales of BioLargo proprietary technology will be through BioLargo Equipment Solutions & Technologies, Inc. - BLEST's role will be to provide supporting engineering services for such products, both at the sales and implementation cycles.
BLEST generated $2,182,000 of revenue from third parties in 2024, compared to $770,000 in 2023, representing a 183% increase from the prior year. In addition to providing service to third party clients, BLEST provides services to BioLargo and its subsidiaries for internal BioLargo projects. These services are billed internally, are considered intersegment revenue, and are eliminated in the consolidation of our financial statements. The increase in third party revenue in 2024 as compared to 2023 is a result of $878,000 of revenue recognized in the second quarter of 2024 from the sale of AEC water treatment equipment. In the year ended December 31, 2024, intersegment revenues totaled $1,015,000 compared to $1,627,000 in 2023. Intersegment revenue is primarily used to further engineer and develop our AEC PFAS treatment system and battery technology. In the year ended December 31, 2025, intersegment revenues totaled $685,000 compared to $1,015,000 in 2024.
BLEST’s cost of goods includes employee labor, materials, as well as subcontracted labor costs. In 2024,2025, its cost of goods were 74%72% of its revenues, versus 51%74% in 2023.2024. The increasedecrease is related to increaseddecreased costs on fixed fee contracts, and work attributed to the AEC water treatment equipment.contracts. We expect the cost of services to remain consistent in 20252026 based on the contracts currently in progress.
BLEST had an operating loss of $1,091,000 in 2025, compared to an operating loss of $1,453,000 in 2024, compared to an operating loss of $1,619,000 in 2023.2024. This operating loss is reflective of the focus at BLEST on internal BioLargo projects. While we are unable to record revenues generated from services by the engineering group to other BioLargo operating divisions for important projects such as the development of the AOS and AEC technologies, it is important to note that its net loss would be eliminatedreduced if it were selling these services to a third party at fair market value. Because the subsidiary had a net loss, we invested cash during the year to allow it to maintain operations.
Clyra Medical hasdid not yet begun commercial sales of its Bioclynse surgical wound irrigation product and thus has not generatedgenerate revenues in 2024;the pastyears revenuesended haveDecember been31, nominal.2025 or 2024. It received a first purchase order for its ViaCLYR product in February 2026, and expects to record revenue in the three-months ending March 31, 2026. In 2024,the year ended December 31, 2025, Clyra had an operating loss totaling $3,324,000,$6,065,000, which included $827,000$1,168,000 in research and development expenses. In the same period in 2023,2024, the operating loss totaled $2,102,000,$3,324,000, which included $335,000$827,000 in research and development expenses. The increases in costs and expenses is related to ourstock option compensation expense and product development ofexpense Bioclynserelated to readying for scaled commercialization. Management is not yet in a position to disclose when Clyra will begin generating revenue.
In the year ended December 31, 2025, Clyra raised $5,745,000 in debt and equity. In the year ended December 31, 2024, Clyra raised $2,869,000, in debt and equity. From January 1, 2026, through March 4, 2026, Clyra Medical received $1,705,000 and issued unsecured promissory notes in the aggregate principal amount of $1,705,000, bearing interest at the rate of 15% per annum, which mature February 28, 2029, and require interest-only payments until maturity (titled its 2026 Guaranteed Note). Clyra Medical also issued the investors warrants allowing for the purchase of an aggregate 133,282 shares of its common stock at $7.50 per share, expiring February 28, 2031. Payment of the promissory notes are guaranteed by BioLargo Inc.
BioLargo Energy Technologies (BETI)
BioLargo Energy Technologies, Inc.,Inc. (BETI) is focused on development of our Cellinity battery, which is not yet fully developed and ready for sale, and thus has not generated generate revenue. In 2024,2025, BETI had an operating loss totaling $642,000,$639,000 , which included $379,000$274,000 in research and development expenses. In the same period in 2023,2024, the operating loss totaled $1,179,000,$642,000, which included $1,043,000$379,000 in research and development expenses. We do not expect BETI to generate revenue in the nearyear futureending December 31, 2026, as it continues its research and development and pre-commercialization activities.
BioLargo Equipment, Solutions & Technologies (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 2024 BEST had an operating loss totaling $273,000.$276,000 and $273,000 during 2025 and 2024.
The increases in salaries and payroll related is primarily due to increased option compensation to employees and the associated fair valuevalue, and the increased number of theemployees stockat options issued.Clyra. The increase in professional fees,and consulting,consulting officefees expense,are primarily from Clyra as it prepares for the commercialization of its products. The increase in sales and marketing and investor relations werewas due to increased company activities at Biolargo and revenues,at including new company projects such as the liquid sodium battery.Clyra. Office expense increased due to an increase in square footage of rented space and an increase in general office expenses related to expanded operations. The increase in the Board of directorDirector expensefees wasis consistentdue withClyra's priorissuance yearof activity.equity to its board members.
During each of the years ended December 31, 20242025 and 2023,2024, management recognized $0an impairment expense of $14,000 and $394,000,$0, respectively, impairmentrelated ofto Clyra’sBioLargo's prepaidnoncontrolling marketinginterest assetin (seeits NoteSouth 10).Korean joint venture.
Credit Loss Expense
During the year ended December 31, 2025, management recognized credit loss expense of $3,849,000 related to an ONM Environmental client (see Credit Loss Expense, Pooph Litigation, above).
In the year ended December 31, 2024,2025, we spent $2,882,000$2,593,000 in the research and development of our technologies and products. This was ana increasedecrease of 26%10% ($600,000)or $289,000 compared to 2023,2024, due to increaseddecreased activity by Clyra Medical as it approaches commercialization of its wound irrigation solution products. The research and development activity was related to the development of Bioclynse,wound ourirrigation solution medical products, the AEC water filtration system, and the Cellinity battery products.
Our interest expense for the year ended December 31, 2024,2025, was $33,000,$540,000, aan decreaseincrease of 64%661% compared with 2023.2024. The significant decreaseincrease in interest expense is related to reducedClyra debtMedical anddebt, ourwhich interestincreased income, offsettingin the interestyear expense.ended December 31, 2025. We expect our interest expense to increase in 20252026 as compared with 20242025 due to further increased debt obligations at Clyra Medical.
Net loss for the year ended December 31, 2024,2025, was $4,347,000$15,189,000 a loss of $0.01$0.04 per share, compared to a net loss for the year ended December 31, 2023,2024, of $4,648,000$4,347,000 a loss of $0.01 per share,share. This is a decreaseyear-over-year increase in net loss of 6%.249%. Our net loss this year declinedincreased because of the increasedecrease in grossONM marginEnvironmental relatedrevenue toand the increase$3,849,000 incredit ourloss revenues,expense offsetassociated bywith an increaseONM ofEnvironmental selling,client general(see andCredit administrativeLoss expense.Expense, Pooph Litigation, above). The net income (loss) per business segment is as follows (in thousands):
The net income (loss) per business segment is as follows (in thousands):
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. During the year ended December 31, 2024,2025, we generated revenues of $17,779,000,$7,765,000, had a net loss of $4,347,000,$15,189,000, and used $3,206,000$8,297,000 cash in operations. At December 31, 2024,2025, we had working capital of $4,489,000,$51,000, and current assets of $7,137,000.$5,114,000. We do not believe gross profits in the year ending December 31, 20252026 will be sufficient to fund our current level of operations. We have been, and anticipate that we will continue to be, limited in terms of our capital resources. As of December 31, 2024,2025, our cash and cash equivalents totaled $3,548,000,$3,883,000, and our total liabilities included $1,079,000$2,079,000 in debt obligations,debt, of which $838,000$1,814,000 werewas owed by Clyra Medical.Medical Ofand thisof remainingthat amount, $ 552,000$1,395,000 is due within one year. Therefore, we intend to continue to raise investment capital through the sale of our securities and the securities of our subsidiaries. To meet our cash obligations during the year-ended December 31, 2024,2025, we (i) sold $260,000$2,122,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see “Share Purchase Agreement with Lincoln Park” above, and Note 3), (ii) sold $334,000$215,000 of our common stock and warrants to accredited investors (see NotesNote 3 and Note 6), (iii) sold $2,005,000,$2,339,000, of Clyra Medical common stock and sold $2,145,000 Clyra Medical Series B Preferred stock (see Note 10), and (iv) sold $50,000$425,000 of BETI common stock (see Note 9). To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash and anticipate that we will continue to be able to do so in the future.
Since January 1, 2026, through March 4, 2026 (see Note 16, Subsequent Events), Clyra Medical has received $1,705,000 and issued three-year promissory notes in that amount, BETI has sold $462,000 of its common stock, and BioLargo Inc. sold $170,704 of common stock to Lincoln Park (prior to the February 1, 2026 expiration of our Purchase Agreement with Lincoln Park).
The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to rely on an institutional equity line such as our agreementarrangement with Lincoln Park or other private financings, and in the long term, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We adopted ASU 2014-09, “Revenue from Contracts with Customers”, Topic 606, on January 1, 2018. The guidance focuses on the core principle for revenue recognition.
We adopted ASU 2014-09, “Revenue from Contracts with Customers”, Topic 606, on January 1, 2018. The guidance focuses on the core principle for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. …”see in full comparison
“This Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance and include statements regarding our capital needs, business plans, liquidity and financial condition, availability of funds, operating costs, and the markets in which we compete. …”see in full comparison
see in full comparisonOurFor the three and six months ended June 30, 2026, our revenues decreased66%55%inandthe three months ended March 31, 2026,61% as compared with the sameperiodperiods in2025,2025.primarilyThe decrease is due toathedecreased volumecessation of sales ofourprivate-labeled pet odor controlproductproductsprivate labeledsold to a third party under the brand name “Pooph”.in August 2025. During the three and six months endedMarchJune31,30, 2025, such salesto Poophhad comprised79%57% and 69% of our consolidatedrevenue; in August 2025 Pooph Inc. stopped purchasing Pooph-branded products from us, and thus revenues from sale of Pooph-branded products during the three months ended March 31, 2026 were zero. We are in litigation with Pooph Inc. and do not expect product sales to Pooph Inc. to resume.revenue. Our financial statements separate revenue based on products and services. Revenues from the sale of products totaled $421,000 and $999,000 for the three and six months endedMarchJune31,30, 2026,decreaseda 79%(fromdecrease$2,803,000 to $577,000) overcompared the sameperiodperiods in 2025. Revenues from services totaled $827,000 and $1,364,000 for the three and six months endedMarchJune31,30, 2026,increasedan15%increase(fromof$466,0007% and 10% compared to$538,000) overthe sameperiodperiods in 2025.
“We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water, including performance testing that shows “non-detect” levels of removal, which meets both state and federal regulations. In addition to the use in Lake Stockholm New Jersey, we have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time, and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.”see in full comparison
“Our AEC unit has been installed and is up and running in Lake Stockholm, New Jersey, removing PFAS from drinking water for local residents. The AEC's performance is undergoing regular testing by both the U.S. EPA and the New Jersey Department of Environmental Protection. This project may represent a key milestone for the commercialization of the AEC, as we believe industry validation of the technology in a first municipal drinking water treatment project will play an important role in showcasing the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange. …”see in full comparison
“Our AEC unit has been installed and is up and running in Lake Stockholm, New Jersey, and has been removing PFAS from drinking water for local residents for over six months. The AEC's performance is undergoing regular testing by both the U.S. EPA and the New Jersey Department of Environmental Protection to ensure it continues to meet their standards. …”see in full comparison
Full comparison: every changed paragraph (40)
This Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance and include statements regarding our capital needs, business plans, liquidity and financial condition, availability of funds, operating costs, and the markets in which we compete. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms or other comparable terminology. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These factors include, among others, the risks described in our most recent Annual Report on Form 10-K and, from time to time, in our other filings with the Securities and Exchange Commission. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC. These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement. BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of MarchJune 31,30, 2026, unless expressly stated otherwise, and we undertake no duty to update this information.
When we refer in this report to “BioLargo,” the “Company,” “our Company,” “we,” “us” and “our,” we mean BioLargo, Inc., and our subsidiaries, including BioLargo Life Technologies, Inc., which holds our intellectual property; ONM Environmental, Inc., which manufactures, markets, sells and distributes our odor and volatile organic compound ("VOC") control products; BioLargo Energy Technologies, Inc. (“BETI”), formed to commercialize our proprietary battery technology; BioLargo Canada, Inc., our primary research and development team operating in Edmonton, Alberta Canada; BioLargo Engineering, Science & Technologies, LLC (“BLEST”), a professional engineering services division in Oak Ridge Tennessee; BioLargo Equipment Solutions & Technologies, Inc., which sells our water treatment products; BioLargo CPG, LLC ("BCPG"), which was formed in May 2026 to commercialize household consumer products based on our technologies; BioLargo Development Corp., which employs and provides benefits to our employees; and Clyra Medical Technologies, Inc. (“Clyra Medical”), which commercializes our technologies in the medical and dental fields. All subsidiaries are wholly owned, except for BETI, BLESTBLEST, BCPG and Clyra Medical.
Why do we do this work? Every member of our team – including PhD scientists, engineers, and entrepreneurs – has a passion for seeking new, never-before-seen innovations that can make life better around the world. We care about safeguarding the environment and human health for future generations. We care about making technologies that are affordable and flexible enough to be accessed around the world. And we care about beingdoing the bestwork atwell what- we do – creating best-in-classdeveloping technologies tothat solve meaningful cleantech challenges.
Consumer Private-Label Products
We believe CupriDyne® Clean is the number-one performing industrial odor-control product in the market, and that it offers substantial savings to our customers compared with competing products. We have been and expect to continue selling product to municipalities and some of the largest solid waste handling companies in the country to help control odors emitted from waste handling and sanitation sites. ONM Environmental offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries. These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems). A significant portion of industrial odor control product and service revenue comes from ongoing contracts with cities and counties in Southern California, where ONM has installed comprehensive odor control systems to mitigate nuisance odors emitted from municipal waste handling and sanitation sites.
BLEST'sBEST's board of directors includes Jeffrey Kightlinger, former CEO of the Metropolitan Water District of Southern California, Sally Gutierrez, retired career senior executive from the US Environmental Protection Agency (EPA), and Larry Dick, former Vice Chairman of the Metropolitan Water District of Southern California and board member of the Municipal Water District of Orange County. Each brings their significant and distinctive experience from decades in the water industry to BEST’s board to help the company create the necessary regulatory and industry connections that will be critical for its efforts to secure larger and more high-profile projects for its PFAS treatment and other water treatment technologies. These board members have been instrumental in efforts to raise awareness of our innovative treatment solutions within the water industry and EPA.
Securing sales in the water and wastewater industry is a very technically intensive process and can be long and arduous. The entirety of the sales cycle can be lengthy, in some cases even taking many months or, in the case of very large projects, multiple years. A typical sales timeline for a municipal drinking water or wastewater customer, from introduction to signing the contract for a full-scale install, usually requires feasibility studies, on-site pilot projects, budget approvals, State regulatory approvals, and more. Industrial clients may have a shorter sales cycles but are under pressure to ensure that the Return on Investment (ROI) fits into company standards, so their reviews can also be lengthy. For any water treatment project, the process is also very engineering-intensive, and therefore the staff required to secure contracts for water treatment projects need to be engineers, in most cases. In our company, BLEST’s engineers fill this role.
Our AEC unit has been installed and is up and running in Lake Stockholm, New Jersey, and has been removing PFAS from drinking water for local residents for over six months. The AEC's performance is undergoing regular testing by both the U.S. EPA and the New Jersey Department of Environmental Protection to ensure it continues to meet their standards. We believe this project can validate for potential customers the AEC's use in municipal drinking water, and can showcase the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange, which include lower hazardous waste disposal costs.
We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water, including performance testing that shows “non-detect” levels of removal, which meets new EPA standards. We have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time, and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.
We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water, including performance testing that shows “non-detect” levels of removal, which meets both state and federal regulations. In addition to the use in Lake Stockholm New Jersey, we have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time, and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.
Our AEC unit has been installed and is up and running in Lake Stockholm, New Jersey, removing PFAS from drinking water for local residents. The AEC's performance is undergoing regular testing by both the U.S. EPA and the New Jersey Department of Environmental Protection. This project may represent a key milestone for the commercialization of the AEC, as we believe industry validation of the technology in a first municipal drinking water treatment project will play an important role in showcasing the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange. As we progress through the commercial rollout of our AEC technology, we continue to invest in innovation aimed at enhancing its commercial viability. These efforts are focused on improving system performance, reducing lifecycle costs, and strengthening the AEC’s competitive position within the PFAS treatment market. We remain committed to delivering scalable, cost-effective solutions that align with evolving regulatory requirements and market demand.
As we progress through the commercial rollout of our AEC technology, we continue to invest in innovation aimed at enhancing its commercial viability. These efforts are focused on improving system performance, reducing lifecycle costs, and strengthening the AEC’s competitive position within the PFAS treatment market. We remain committed to delivering scalable, cost-effective solutions that align with evolving regulatory requirements and market demand. We believe we are well-positioned in the PFAS-removal market for multiple reasons. We have successfully completed over a dozen pilot studies with prospective customers’ PFAS contaminated water from a variety of source waters including groundwater, wastewater and leachate; we have successfully maintained operation of our AEC PFAS treatment system for over 10,000 hours continuously, thus demonstrating its resilience to long-term use; we have submitted bids and proposals and have received indications of interest from a wide range of customer types; we have added several high-profile experts from the industry to our team who are assisting in opening doors to potential clients and collaborators; we have entered into discussions about partnership and opportunities for collaboration with industry-leading firms who have a gap in their PFAS treatment technology portfolio. While these opportunities do not convert into commercial sales overnight, but they represent strong avenues for accelerating adoption of our PFAS treatment solution.
Our subsidiary BioLargo Energy Technologies, Inc. (“BETI”) was founded to commercialize a novel battery technology with the potential to help facilitate the ongoing shift toward renewable energy production by providing a safer, longer lasting, more eco-friendly, and more affordable alternative to lithium-ion batteries. Designed for long duration energy storage, also known as "battery energy storage solutionssystems" (BESS), our battery, called Cellinity™, uses a novel “liquid sodium” chemistry that uses common domestically sourced materials, and which has significant advantages over other battery chemistries for use in stationary, long-duration energy storage.
BETI operates out of a pilot-scale battery production facility in our Oak Ridge Tennessee engineering headquarters, and is currently manufacturing and testing prototype battery cells. A third party has confirmed many of the technology's exceptional performance claims that we believe will make it an attractive battery technology for long duration energy storage and other industrial uses such as artificial intelligence data centers, electric vehicle charging stations, and renewalrenewable energy, including the stability of the chemistry of the battery cell and the reliability of the component construction as a sealed, non-venting cell design with no self-discharging, and the battery's ability to quickly charge and discharge at a high voltage. It has also been proven that the battery can withstand catastrophic physical insults without causing fire or explosion, one of the battery’s key features. With this data confirmed by a third party, our engineers have begun work advancing Cellinity's development, including the design of a larger sized battery cell that would then be incorporated into battery packs, modules and batteries meant for industrial facilities. Simultaneously, our engineers are working to develop manufacturing processes that would allow scale production and a supply chain necessary to ensure costs of goods in line with market demand and conditions.
Our partially owned subsidiary Clyra Medical Technologies, Inc. is a healthcare company that is developing and commercializing products based on our technologies designed to safely treat wound and skin infections and promote wound healing, while reducing the need for antibiotics. Clyra’s first products are based on its patented Clyrasept™ technology, which utilizes a Copper-Iodine Complex Solution (CICS) and received premarket clearance from the FDA under Section 510(k). Its first product is ViaCLYR™, a pH-balanced wound management solution indicated for wound management, cleansing, irrigation, moisturization, and debridement of acute and chronic wounds and burns, sold through wholesale distributors and sales agents. Clyra received a first purchase order for the ViaCLYR™ product from a U.S. based distributor in February 2026, and in May 2026 signed a distribution agreement with Al- HikmaAl-Hikma FZCO, a healthcare distribution and marketing group headquartered in Dubai, United Arab Emirates, to exclusively distribute ViaCLYR™ across 18 countries spanning the Gulf Cooperation Council, the Levant, North Africa, and select adjacent markets.
Clyra has 1214 full time employees, and has increased staff and raised capital to ready the company to launch additional products. Clyra’s management team includes Medical Director Dr. Jeffrey Marcus, who is Chief of Plastic, Maxillofacial, and Oral Surgery at Duke University, Nicholas Valeriani, chairman of the board of directors of Edwards Lifesciences and who had a 34-year career with Johnson and& Johnson where he held numerous leadership positions in engineering, manufacturing, sales and marketing, and Linda Park of Edwards Lifesciences, where she serves as Corporate Secretary, Senior Vice President and Associate General Counsel, and as a board member of the Edwards Lifesciences Foundation.
BLEST operates out of an engineering facility in Oak Ridge, Tennessee (a suburb of Knoxville), and employs a group of scientists and engineers, many of whom are owners of the entity (BioLargo owns 70% as of March 31, 2026 and December 31, 2025). The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm. Many of the other team members are also former employees of CB&I and Shaw, with the exception of more recent staff hires. The team is highly experienced across multiple industries and we believe they are considered experts in their respective fields, including: chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management and testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design and permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities. The team has decades of high-level experience in the energy industry. The engineering team has also developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed.
BLEST engineers generate revenue through services to third party clients, as well as for internal BioLargo projects such as the AEC and battery (revenues from internal projects are eliminated in the consolidation of our financial statements and are designated “intersegment revenue”). Third party contracts include ongoing work at U.S. Air Force bases for air quality control which generate ongoing contract-based revenue of approximately $100,000 per month. Efforts to expand this work as well as with other clients are consistently ongoing. In April 2026 BLEST was engaged to design a pilot-scale minerals processing facility that will remediate and, utilizing a patented BioLargo process, will create a beneficial reuse of a legacy mineral waste deposit associated with a historically impacted site in the western United States. Work on the $1.2 million contract has begun and is expected concludeto bycontinue thethrough endsecond quarter of the year,2027, and is expected to lead to the design and construction of a larger processing facility.
OurFor the three and six months ended June 30, 2026, our revenues decreased 66%55% inand the three months ended March 31, 2026,61% as compared with the same periodperiods in 2025,2025. primarilyThe decrease is due to athe decreased volumecessation of sales of ourprivate-labeled pet odor control productproducts private labeledsold to a third party under the brand name “Pooph”. in August 2025. During the three and six months ended MarchJune 31,30, 2025, such sales to Pooph had comprised 79%57% and 69% of our consolidated revenue; in August 2025 Pooph Inc. stopped purchasing Pooph-branded products from us, and thus revenues from sale of Pooph-branded products during the three months ended March 31, 2026 were zero. We are in litigation with Pooph Inc. and do not expect product sales to Pooph Inc. to resume.revenue. Our financial statements separate revenue based on products and services. Revenues from the sale of products totaled $421,000 and $999,000 for the three and six months ended MarchJune 31,30, 2026, decreaseda 79% (fromdecrease $2,803,000 to $577,000) overcompared the same periodperiods in 2025. Revenues from services totaled $827,000 and $1,364,000 for the three and six months ended MarchJune 31,30, 2026, increasedan 15%increase (fromof $466,0007% and 10% compared to $538,000) over the same periodperiods in 2025.
ONM Environmental’s revenues decreased 85%77% and 81% in the three and six months ended MarchJune 31,30, 2026, compared with the same periodperiods in 2025. The decrease in revenues was 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", offset by an increase in sales of industrial odor control products (which increased 90% (from $223,000 to $423,000)).products.
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 sold for the three and six months ended MarchJune 31,30, 2026, were 35%,37% and 36% a decrease of 19%8% and 14% compared to the same periodperiods in 2025. The decrease in cost of goods sold is due to the change in revenue concentration across product lines.
ONM Environmental’s selling, general and administrative expenses ("SG&A") totaled $371,000 and increased 24% duringfor the three and six months ended MarchJune 31,30, 2026,2026 astotaled $407,000 and $778,000, an increase of 47% and 27% compared with the same periodperiods in 2025. The increase is due to increases in salaries, professional fees and insurance expense.
ONM Environmental generated an operating loss oftotaling $95,000$110,000 and $204,000 in the three and six months ended MarchJune 31,30, 2026, compared to operating income oftotaling $956,000$823,000 and $1,780,000 for the three and six months ended MarchJune 31,30, 2025. The operating loss is primarily due to the decrease in revenues.
BLEST generated $538,000$777,000 and $1,314,000 in third-party service revenues in the three and six months ended MarchJune 31,30, 2026, a 15%an increase overof 1% and 6% compared to the $466,000 in third-party service revenues in the same periodperiods in 2025. This increase was due to an increase in 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 six months ended MarchJune 31,30, 2026, intersegment revenue for BLEST totaled $259,000$313,000 and for$574,000. In the three and six months ended MarchJune 31,30, 2025, intersegment revenue for BLEST totaled $224,000.$169,000 and $393,000.
BLEST’s cost of revenues includes employee labor, subcontracted costs and material costs. In the three and six months ended MarchJune 31,30, 2026, costs were 56%51% and 63% of revenues, versus 39%58% in the same periodperiods in 2025. The increasefluctuation is related to our fixed fee contracts, compared to product sales, which had more direct costs.
BLEST’s SG&A expenses were $266,000$168,000 and $434,000 in the three and six months ended MarchJune 31,30, 2026, compared to $330,000$224,000 and $556,000 in the three and six months ended MarchJune 31,30, 2025. The decrease is due to the timing of expenses in the prior period and does not reflect a decrease in SG&A activity or employees.
BLEST generated an operating loss of $380,000$45,000 and $426,000 in the three and six months ended MarchJune 31,30, 2026, compared to an operating income of $16,000 and an operating loss of $378,000$364,000 in the three and six months ended MarchJune 31,30, 2025. 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.
Clyra Medical did not generate revenue in the three months ended June 30, 2026, and generated revenues of $154,000 in the threesix months ended MarchJune 31,30, 20262026. andClyra marginMedical ofdid 57%,not compared with nogenerate revenue in the same period in 2025. The increase in revenue is due to the sale of ViaCLYR® wound irrigation solution to a newly engaged distributor. In the three and six months ended MarchJune 31,30, 2026, Clyra incurred totalan costsoperating loss of $1,712,000,$2,105,000 and $3,826,000, which included $521,000$610,000 and $1,131,000 in research and development expenses. In the same periodperiods in 2025, totalthe costsoperating loss totaled $1,263,000 and expenses were $1,315,000,$2,580,000, which included $335,000$229,000 and $564,000 in research and development expenses. The increases in costs and expenses are primarily related to an increased number of employees, increased product development work, and stock option expense.
BioLargo Energy Technologies, Inc. (BETI) is developing our Cellinity battery, and has not generated generate revenue. For the three and six months ended MarchJune 31,30, 2026, it incurred total costs and expenses of $355,000,$339,000 and $694,000, which included $142,000$156,000 and $298,000 in research and development expenses. In the same periodperiods in 2025, total costs and expenses were $96,000,$122,000 and $217,000, which included $60,000$54,000 and $113,000 in research and development expenses. We are focused on recruiting business and financial partners to facilitate additional capital investment and move the product to commercialization.
BioLargo Equipment,Equipment SciencesSolutions and& Technologies, Inc. (BEST) was formed in fiscahfiscal year 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 six months ended MarchJune 31,30, 2026, it incurred $90,000$75,000 and $165,000 of total expenses. In the same periodperiods in 2025, it incurred $58,000$67,000 and $125,000 in total expenses primarily related to administrative activities.
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 six months ended MarchJune 31,30, 2026 consolidated SG&A increased 9%23% (toand $2,755,000)16% as compared with the three and six months ended MarchJune 31,30, 2025. The largest components of our SG&A expenses included (in thousands):
In the three and six months ended MarchJune 31,30, 2026, our non-cash expenses from the issuance of stock and stock options increasedtotaled to$975,000 $699,000and $1,744,000 compared to $615,000$728,000 and $1,440,000 for the three and six months ended MarchJune 31,30, 2025. The majority of this stock option expense is recorded in employee salaries and consulting expense. The reduction in salaries and payroll related expenses is due to an Employee Retention Tax Credit recognized in the firstsix quartermonths ended MarchJune 31,30, 20262026, offset by an increase related to an increased number of employees. Professional fees increased in the three and six months ended MarchJune 31,30, 2026, due to increased corporate activity related to new private securities offerings for BioLargo and Clyra, legal proceedings related to ONM Environmental, and other organizational needs that required professionals. Office expense increased due to an increase in insurance premiums.
In the three and six months ended MarchJune 31,30, 2026, we spent $907,000$1,088,000 and $1,995,000 in the research and development of our technologies and products. This was aan increase of 15%103% and 51% as compared to the three and six months ended MarchJune 31,30, 2025. The increase is primarily due to the timing of project work and available working capital.
Our interest income for the three and six months ended MarchJune 31,30, 2026, was $72,000$13,000 and $85,000 compared to $28,000$35,000 and $63,000 in the three and six months ended MarchJune 31,30, 2025. Our interest expense for the three and six months ended MarchJune 31,30, 2026, was $188,000$285,000 and $474,000 compared to $93,000$115,000 and $208,000 in the three and six months ended MarchJune 31,30, 2025. The increase is related to the increase of Clyra Medical debt obligations.
For the three and six months ended MarchJune 31,30, 2026, we did not receive any grant income, compared to no grant income for the three months ended June 30, 2025, and $6,000 of grant income for the samesix periodmonths inended June 30, 2025. 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.
Net loss for the three and six months ended MarchJune 31,30, 2026, was $3,405,000$4,000,000 and $7,405,000 a loss of $ (0.01) and $ (0.02) per share, compared to a net loss for the three and six months ended MarchJune 31,30, 2025, of $1,921,000$1,882,000 and $3,803,000 a loss of $ (0.000.004) and $ (0.008) per share. Our net loss for the three and six months ended MarchJune 31,30, 2026, increased because of the decrease in revenue.
For the threesix months ended MarchJune 31,30, 2026, we generated revenues of $1,115,000,$2,363,000, had a net loss of $3,405,000,$7,405,000, used $2,917,000$5,973,000 net cash in operating activities, and received $3,190,000$4,469,000 net cash from financing activities. As of MarchJune 31,30, 2026, we had current assets of $5,445,000,$3,499,000, including $4,122,000$2,188,000 cash and cash equivalents. As of MarchJune 31,30, 2026, we had current liabilities of $4,932,000,$4,765,000, and working capital deficit of $513,000.$1,266,000. We do not believe gross profits in the year ending December 31, 2026, will be sufficient to fund our currentoperational level of operationscosts 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.
BLGO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Code Kenneth Reay |
Grant/award | 566,261 | $0.08 | $45.3K |
| 2026-09-30 | Code Kenneth Reay |
Gift | 2,000,000 | — | — |
| 2026-09-30 | Calvert Dennis P |
Grant/award | 931,886 | $0.08 | $74.6K |
| 2026-09-30 | Calvert Dennis P |
Gift | 2,000,000 | — | — |
| 2026-07-07 | Code Kenneth Reay |
Grant/award | 532,567 | $0.11 | $58.6K |
| 2026-07-01 | Calvert Dennis P |
Grant/award | 219,914 | $0.11 | $24.2K |
| 2026-06-30 | Calvert Dennis P |
Grant/award | 699,569 | $0.11 | $77.0K |
Well-known investors holding BLGO (13F)
None of the 59 investors we track reported a position in their latest 13F.