UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2008

 

 

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-19709   65-0159115

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

2603 Main Street, Suite 1155, Irvine, CA   92614
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (949) 235-8062

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

On February 1, 2008, BioLargo, Inc. (the “Company”) engaged Charles K. Dargan, II to serve as its Chief Financial Officer for a term of one year, subject to earlier termination on 30 days’ notice. During the term, Mr. Dargan will receive a fee of $4,000 per month, which amount will be increased to $8,000 or more in months during which the Company files its periodic reports with the Securities and Exchange Commission.

In addition to the cash compensation specified above, Mr. Dargan will be issued stock options over the term, as follows:

 

  •  

an option to purchase 50,000 shares of the Company’s common stock, granted on February 1, 2008, at an exercise price equal to the closing price of a share of the Company’s common stock on the grant date, such option to vest in full 90 days after grant; and

 

  •  

options to purchase 10,000 shares of the Company’s common stock, each such option to be granted on the last day of each month commencing April 2008 and ending January 2009, provided that this Agreement has not been terminated prior to each such grant date, at an exercise price equal to the closing price of a share of the Company’s common stock on each grant date, each such option to be fully vested upon grant.

Mr. Dargan will be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer. The agreement with Mr. Dargan also contains provisions regarding indemnification and arbitration of disputes.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Effective February 1, 2008, Dennis Calvert resigned as Chief Financial Officer of the Company. His successor, Charles K. Dargan II, was appointed by the Board of Directors of the Company effective February 1, 2008. Mr. Calvert will continue to serve as Chief Executive Officer, President and a director of the Company.

(c) Effective February 1, 2008, the Board of Directors appointed Charles K. Dargan, II as Chief Financial Officer of the Company, to succeed Dennis Calvert in that position. Mr. Dargan has been a member of the board of directors of Banks.com Inc, an American Stock Exchange-listed provider of search, advertising and financial services for the Internet, since May 2006. Since January 2003, Mr. Dargan has served as founder and principal of CFO 911, a provider of operational and managerial expertise, specifically in accounting and finance, to middle market companies. From March 2000 to the present, Mr. Dargan has been the chief financial officer of Semotus Solutions, Inc., an American Stock Exchange-listed wireless mobility software company since January 2001. Mr. Dargan also served as a director of Semotus from March 1999 to July 2002. From January 2007 through November 2007, Mr. Dargan also served as Chief Financial Officer of Save the World Air, Inc. Mr. Dargan also serves as a director of 411 Web Directory, Inc., Anchor Audio, Inc. and SingleTree Resources, Inc. Mr. Dargan received his B.A. degree in Government from Dartmouth College, and his M.B.A. degree and M.S.B.A. degree in Finance from the University of Southern California. The terms of Mr. Dargan’s engagement are described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

 

†10.1   Engagement Agreement dated February 1, 2008 between BioLargo, Inc. and Charles K. Dargan, II.
  99.1   Press Release dated February 4, 2008

 

† Management contract or compensatory plan, contract or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 4, 2008   BIOLARGO, INC.
  By:  

/s/ Dennis Calvert

    Dennis Calvert
    Chief Executive Officer

EXHIBIT 10.1

LOGO

BioLargo, Inc.

Engagement Agreement

 

 

Advisor   CFO 911 will be the exclusive accounting and financial advisor (“Advisor”) responsible for completion of the project during the engagement (the “Agreement”).
Role   Advisor designates Charles K. Dargan II to act as the Company’s Chief Financial Officer, overseeing all of BioLargo, Inc. (the “Company”) financial management and accounting activities, including helping design and oversee an efficient monthly accounting closing process, review of the Company’s monthly financial statements and implementation of the Company’s reporting on Form 10, liaison with the Company’s external accountants on a monthly or quarterly basis and certifying the Company’s public financial statements as the Company’s Chief Financial Officer. The Company accepts Charles K. Dargan as its Chief Financial Officer.
Term   One year commencing February 1, 2008 (the “Term”), with appropriate extensions as agreed to by the Advisor and the Company. Notwithstanding the foregoing, either party may terminate this Agreement upon 30 days’ written notice.
Compensation:   The Advisor shall be compensated as follows:
  On an ongoing monthly basis over the Term, a fee of $ 4,000 a month, payable in advance, for performing the services detailed above (under the “Role” section) in those months where a 10K or 10q SEC financial filing is not required. In those months where a 10K or 10Q SEC financial filing is required, a fee of $8,000 a month will be paid for performing the services detailed above. When filing the next 10K for March 31, 2008, based on the work involved and the state of the 10K, an additional fee may be required, as mutually agreed to by the Advisor and the Company.
  In addition to the cash compensation specified above, the Advisor will be issued stock options over the Term, as follows:
 

•     an option to purchase .50,000 shares of the Company’s common stock, granted on February 1, 2008, at an exercise price equal to the closing price of a share of the Company’s common stock on the grant date, such option to vest in full 90 days after grant; and

 

1

 

•     options to purchase 10,000 shares of the Company’s common stock, each such option to be granted on the last day of each month commencing April 2008 and ending January 2009, provided that this Agreement has not been terminated prior to each such grant date, at an exercise price equal to the closing price of a share of the Company’s common stock on each grant date, each such option to be fully vested upon grant.

Expenses   Reimbursement of all authorized out-of-pocket expenses (including fees and disbursements of professionals such as legal counsel, if required).
Indemnification   Customary indemnification normally accorded to accounting and financial advisors shall hold harmless the Advisor from any losses, claims or damages resulting from the Advisor’s services, except as delineated in the Chief Financial Officer Certification requirements of the Sarbanes Oxley Act. A separate indemnification agreement shall be executed in a form satisfactory to the Advisor.
  In the event the Advisor is called to testify, provide legal support or be a witness on behalf of the Company for any event at any time, all legal expenses and professional time will be reimbursed by the Company.
Arbitration   Any dispute between the Advisor and the Company regarding the construction or application of the Agreement and the related services will, upon a written request, be submitted to arbitration, and this arbitration shall comply with and be governed by the provisions of the American Arbitration Association and shall take place in Los Angeles, California. The prevailing party shall be entitled to attorney fees and costs incurred in connection with any such dispute.

 

2

Governing Law   This Agreement shall be governed by the laws of the State of California. Further, no change or modification of this Agreement shall be valid or binding unless such change or modification shall be in writing.

AGREED TO AND ACCEPTED THIS 1st DAY OF FEBRUARY, 2008

 

CFO 911    BioLargo, Inc.
8055 W. Manchester Ave., Suite 405    2603 Main Street, Ste. 1155
Playa del Rey, CA 90232    Irvine, CA 92614

 

By:  

/s/ Mr. Charles K. Dargan II

    By:  

/s/ Mr. Dennis Calvert

 
Name:   Mr. Charles K. Dargan II     Name:   Mr. Dennis Calvert  
Title:   Principal     Title:   President  

 

3

LOGO

Scope Letter

The scope of the Agreement (the “Agreement”) dated as of February 1, 2008, by and between CFO 911 (the “Advisor”) and BioLargo, Inc. (the “Company”) is limited the details herein. The tasks to be performed as delineated herein are to be completed within the term of the Agreement. The scope of the Agreement may only be modified by written consent of both the Advisor and the Company.

The tasks are as follows:

 

  1. Review and establish the Company’s monthly accounting closing process for the timely production of financial statements.

 

  2. Specific additional activities shall include but not be limited to:

 

  A. Review and implement production of the Company’s monthly financial statements and quarterly and annual reporting on Forms 10Q and 10K, respectively.

 

  B. Establish other financial and accounting processes, if requested, such as budgeting, forecasting and the development of operating metrics.

 

  C. Act as the liaison with the Company’s eXternal accountants and the Audit Committee of the Board of Directors,

 

  D. Certify the Company’s public financial statements as the Company’s Chief Financial Officer.

 

  E, Transition to the permanent Chief Financial Officer, at the appropriate time,

 

  F. Assistance with the design and implementation of internal controls in accordance with the requirements of the Sarbanes-Oxley ACt of 2002, as amended, end the rules and regulations of the Securities and Exchange Commission and the various stock exchanges applicable to the Company.

 

1

Caveats:

 

  1. The Company shall have a sufficient 10K or 10Q document with sufficient disclosures, as mutually decided by the Company and the Advisor. If net, then an additional fee will be charged as discussed in the Agreement.

 

  2. The Company shall also be successful in raising interim capital and long-term equity capital as discussed with management, in order to maintain the operations of the Company.

AGREED TO AND ACCEPTED THIS 1st DAY OF FEBRUARY, 2008

 

CFO 911    BioLargo, Inc.
8055 W. Manchester Ave., Suite 405    2603 Main Street, Ste. 1155
Playa del Rey, CA 90232    Irvine, CA 92614

 

By:  

/s/ Mr. Charles K. Dargan II

    By:  

/s/ Mr. Dennis Calvert

 
Name:   Mr. Charles K. Dargan II     Name:   Mr. Dennis Calvert  
Title:   Principal     Title:   President  

 

2

EXHIBIT 99.1

 

    For more information, contact:
    Judy Lin Sfetcu / Roger Pondel
    PondelWilkinson Inc.
    Tel: 310.279.5980
    Email: investorrelations@biolargo.com

BIOLARGO, INC. NAMES NEW CFO

Irvine, CA, February 4, 2008 – BioLargo, Inc. (OTCBB: BLGO ) today announced that it has named Charles K. Dargan, II as Chief Financial Officer of the company effective February 1, 2008. Dargan, 52, succeeds Dennis Calvert in this position, so that Mr. Calvert can continue to focus his efforts as President and Chief Executive Officer of the Company.

Dargan has been a member of the board of directors of Banks.com, Inc, an American Stock Exchange-listed provider of search, advertising and financial services for the Internet, since May 2006. He received a B.A. degree in Government from Dartmouth College, and an M.B.A. degree and M.S.B.A. degree in Finance from the University of Southern California.

“I welcome Charley to the Company,” said Calvert. “He brings energy, impressive credentials and significant prior experience as the CFO of public companies to us. We look forward to working with him in further building our company at this important stage of our growth and development.”

About BioLargo, Inc.

BioLargo, Inc. is currently engaged in pre-licensing and product evaluation with strategic partners to leverage a suite of patented and patent-pending intellectual property, the BioLargo technology. The BioLargo technology harnesses and delivers nature’s best disinfectant – iodine – in a safe, efficient, environmentally sensitive and cost-effective manner. The BioLargo technology works by combining minerals with water from any source and delivering molecular iodine on demand, in controlled dosages, in order to balance efficacy of disinfectant performance with concerns about toxicity. When the BioLargo technology is incorporated in absorbent products, they also experience increased holding power and may experience increased absorption. The Company’s website is www.biolargo.com .

Safe Harbor Statement

The statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, the company’s filings and future filings with the Securities and Exchange Commission, including those set forth in the company’s Annual Report on From 10-KSB for the year ended December 31, 2006.