Washington, D.C. 20549







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


Date of Report (Date of earliest event reported): December 17, 2018



BioLargo, Inc.

(Exact name of registrant as specified in its charter)









(State or other jurisdiction

of incorporation)


(Commission File Number)


(IRS Employer

Identification No.)



14921 Chestnut St., Westminster, California



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code: (949) 643-9540



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))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company.          ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                    ☐





1.01 Entry into a Material Definitive Agreement


On December 17, 2018, our partially owned subsidiary Clyra Medical Technologies, Inc. (“Clyra”) and Scion Solutions, LLC (“Scion”) entered into a closing agreement (“Closing Agreement”) reflecting the satisfaction of the obligation to raise $1,000,000 “base capital” established under the Stock Purchase Agreement and Plan of Reorganization dated September 26, 2018 (“Purchase Agreement”) pursuant to which Clyra acquired the assets of Scion, in particular its stem cell based technology, the SkinDisc TM . With the satisfaction of the obligation to raise $1,000,000 in base capital, Clyra and Scion agreed that the 120-day obligation to raise the “base capital” had been met, and agreed to release to Scion one-half of the shares of Clyra common stock exchanged for the Scion assets. The remaining Clyra common shares remain subject to the Escrow Agreement dated September 26, 2018, subject to the following performance metrics, each vesting one-fifth of the remaining shares of common stock: (a) notification of FDA premarket clearance of certain orthopedics products, or recognition by Clyra Acquisition of $100,000 gross revenue; (b) the recognition by Clyra of $100,000 in aggregate gross revenue; (c) the granting of all or any part of the patent application for the Skin Disc product, or recognition by Clyra Acquisition of $500,000 in gross revenue; (d) recognition by Clyra Acquisition of $1,000,000 in aggregate gross revenue; and (e) recognition by Clyra Acquisition of $2,000,000 in gross revenue.


In addition, Clyra and Scion entered into the $1,250,000 promissory note called for by the Purchase Agreement, and agreed to issue payment to Scion of 25% of the offering proceeds within two business days. The promissory note accrues interest at the rate of 5%. Principal and interest due under the note are to be paid periodically at a rate of 25% of investment proceeds received. If the note is not paid off within 18 months after the date of issuance, it is automatically extended for additional 12-month periods until the note is repaid in full. Payments after the initial 18-month maturity date are required to be made as investment proceeds are received, at a rate of 25% of such proceeds, and 5% of Clyra’s gross revenues.


The foregoing descriptions of the Purchase Agreement, Promissory Note, Escrow Agreement, and Closing Agreement are qualified in their entirety by reference to the full text of such agreement, a copy of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.


On December 19, 2018, BioLargo issued a press release. A copy of the press release is attached hereto as Exhibit 99.1. The information in this exhibit 99.1 is furnished to, but not filed with, the Securities and Exchange Commission.


Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits.


Exhibit No.





Stock Purchase Agreement and Plan of Reorganization dated September 26, 2018, regarding Clyra Medical Technologies, Inc.



Promissory note dated December 17, 2018, issued by Clyra Medical Technologies, Inc., to Scion Solutions, LLC.



Escrow Agreement dated September 26, 2018



Closing Agreement between Clyra Medical Technologies, Inc., and Scion Solutions, LLC, dated December 17, 2018



Press release



Incorporated by reference herein from Form 8-K filed October 2, 2018, Exhibit 10.1



Incorporated by reference herein from Form 8-K filed October 2, 2018, Exhibit 10.3







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: December 19, 2018




/s/ Dennis P. Calvert


Dennis P. Calvert


President and Chief Executive Officer


Exhibit 10.2







Westminster , California


Principal Amount: $1,250,000

Issuance Date: December 17 , 2018


FOR VALUE RECEIVED, CLYRA MEDICAL TECHNOLOGIES, INC., a organized California corporation number 0820380 (“ Issuer ”), promises to pay to the order of Scion Solutions , LLC (hereafter, together with any subsequent holder hereof, called “ Holder ”), at its address, or at such other place as Holder may direct, the “Amount” noted above (the “ Loan Amount ”), payable on June 17, 2020 (the “ Maturity Date ”). This note is duly authorized issue of the Issuer, purchased by the initial Holder and accepted by the Issuer on the “Issuance Date” noted above (the “ Issuance Date ”) (referred to herein as the “ Note ”).


This Note is entered into in connection with a Stock Purchase Agreement and Plan of Reorganization of even date hereof (the “Stock Purchase Agreement”), pursuant to which Holder sold, transferred and assigned to Issuer all or substantially all of its assets in exchange for certain consideration including this Note.


Interest will accrue on the unpaid principal at the rate of five percent (5%) per annum. In the event that the Note, including all accrued interest, has not been paid in full by the Maturity Date and so long as an Event of Default (as defined in Section 5 below) has not occurred, the Maturity Date will automatically extend an additional twelve (12) months. In the event that the Note, including all accrued interest, has not been paid in full by the end of the additional twelve-month period and so long as an Event of Default (as defined in Section 5 below) has not occurred, the Maturity Date will automatically extend for additional twelve (12) month periods, consecutively, until the Note and accrued interest have been paid in full.


Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America as set forth below.


     The Note is subject to the following additional provisions:


1.      Principal and Interest Payments . Accrual of interest shall commence as of the Issuance Date. Issuer shall make periodic payments to Holder in amounts equal to twenty-five percent (25%) of all amounts that Issuer receives from the sale of capital stock of Issuer to third parties. Such periodic payments shall be made no later than ten (10) days after Issuer receives such amounts from any third parties; provided, however, that the first of such payments shall not be made until after the close of escrow for the funds dedicated to the acquisition of Holder by Issuer. Such periodic payments shall be applied first to accrued but unpaid interest and then to outstanding principal.


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2.      Maturity Date Extensions . In the event that the Maturity Date is automatically extended for an additional twelve-month extension after the initial eighteen-month period, or there are subsequent twelve-month extensions of the Maturity Date, as prescribed above, Issuer shall make a payment to Holder at the close of any such additional twelve-month period equal to the greater of:




Twenty-five percent (25%) of all amounts that Issuer received during such twelve-month period from the sale of its capital stock to third parties; and




Five percent (5%) of Issuer’s gross revenue received during such twelve-month period.


Such payments shall be applied first to accrued but unpaid interest and then to outstanding principal.


3.      Prepayment . Issuer may prepay any amount owed under this Note in whole or in part.


4.     Transfer . This Note has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws. Prior to the due presentment for such transfer of this Note, the Issuer and any agent of the Issuer may treat the person in whose name this Note is duly registered on the records of the Issuer as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein.


5.       Events of Default . Each of the following occurrences is hereby defined as an “Event of Default”:


a.      Nonpayment . The Issuer shall fail to make any payment of principal, interest, or other amounts payable hereunder when and as due, and at least ten (10) days have elapsed since Holder has demanded such payment without cure by the Issuer; or


b.      Dissolutions, etc . The Issuer or any subsidiary shall fail to comply with any provision concerning its existence or any prohibition against dissolution, liquidation, merger, consolidation or sale of assets; or


c.      Noncompliance with this Agreement . The Issuer shall fail to comply in any material respect with any provision hereof, which failure does not otherwise constitute an Event of Default, and such failure shall continue for ten (10) days after the occurrence of such failure; or


d.     Bankruptcy . Any bankruptcy, insolvency, reorganization, arrangement, readjustment, liquidation, dissolution, or similar proceeding, domestic or foreign, is instituted by or against the Issuer or any of its subsidiaries, or the Issuer or any of its subsidiaries shall take any step toward, or to authorize, such a proceeding; or


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e.      Insolvency . The Issuer shall make a general assignment for the benefit of its creditors, shall enter into any composition or similar agreement, or shall suspend the transaction of all or a substantial portion of its usual business.


6.      Holder’s Election upon Default . Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), this Note (and all interest through such date) shall be immediately due and payable. It is agreed that in the event of such action, such Holder shall be entitled to receive all reasonable fees, costs and expenses incurred, including without limitation such reasonable fees and expenses of attorneys. The parties acknowledge that a change in control of the Issuer shall not be deemed to be an Event of Default as set forth herein.


7.      Invalid or Unenforceable Provisions . In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed by an officer thereunto duly authorized.















/s/Steven V. Harrison



Name:  Steven V. Harrison, President



Original Holder: Scion Solutions, LLC

Issuance Date: December 17, 2018

Original Principal Amount: $1,250,000

Exhibit 10.4





This Closing Agreement and Joint Escrow Instructions (“ Agreement ”) is dated December 17, 2018, and is between Clyra Medical Technologies, Inc. (formerly named Clyra Acquisition Corp.), a California corporation, whose principal office is located at 14921 Chestnut St., Westminster, CA 92683 (“ Clyra ”), and Scion Solutions, LLC, an Indiana limited liability company whose principal office is located at 15 EMS T30A Lane, Leesburg, Indiana 46538 (“Scion”).




A.     The parties entered into that certain Stock Purchase Agreement and Plan of Reorganization dated September 26, 2018 (the “ Stock Purchase Agreement ”) pursuant to which Clyra acquired Scion’s assets in exchange for consideration comprised of an aggregate 31,000 shares of Clyra common stock and a promissory note in the principal amount of $1,250,000;


B.     The parties entered into that certain Escrow Agreement dated September 26, 2018 (“ Escrow Agreement ”) through which the parties instructed an escrow agent (“ Escrow Agent ”) to hold the Clyra common stock until it is notified that the conditions established in the Purchase Agreement for release of the shares to Scion have been satisfied.


C.     The Purchase Agreement provides that the Clyra common stock would be released in stages as follows: (i) one-half of the shares to be released upon raising $1,000,000 in “base capital”, and (ii) one-fifth of the remaining shares upon each of (a) notification of FDA premarket clearance of certain orthopedics products, or Clyra’s recognition of $100,000 gross revenue; (b) Clyra’s recognition of $100,000 in aggregate gross revenue; (c) the granting of all or any part of the patent application for the Skin Disc product, or Clyra’s recognition of $500,000 in gross revenue; (d) Clyra’s recognition of $1,000,000 in gross revenue; and (e) Clyra’s recognition of $2,000,000 in gross revenue.


D.     On October 8, 2018, Clyra commenced a $1,500,000 private offering of its 10% of its common shares at a price of $200 per share (the “ Offering ”), the proceeds of which were required to be escrowed until $1,000,000 was invested.


E.     As of the date hereof, more than $1,000,000 has been invested in the Clyra Offering, and as such, the Offering proceeds may be released from escrow, and the conditions for the release of one-half of the consideration to Scion in the Escrow Agreement has been met.


F.     In light of foregoing, the Parties desire to enter into this Agreement to confirm the closing of the Scion transaction, the release of certain proceeds from escrow, and other related items.


NOW, THEREFORE, in consideration of the premises above recited, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree as follows:


1.      Closing . The parties agree that the $1,000,000 Base Capital has been raised and that the Base Capital Deadline has been met. The parties agree that the provisions of the offering now allow for distribution of the proceeds of the offering, and that future investments are no longer required to be escrowed.





2.      Escrow Instructions . The parties hereby jointly instruct the Escrow Agent to release the following to Scion: (i) a share certificate representing 10,500 Clyra common shares; and (ii) a share certificate representing 5,000 Clyra common shares eligible for redemption into BioLargo, Inc. common stock at a rate of 714.2858 BioLargo common shares per one Clyra share (subject to adjustment set forth in Section 5 below).


3.      Promissory Note . Clyra shall execute a promissory note in the principal amount of $1,250,000, dated the date hereof, in substantially the form as attached as Exhibit D to the Purchase Agreement. Clyra shall pay to Scion within 2 business days of the date hereof 25% of all funds received from third parties as required by the note.


4.      Clyra Board of Directors . The Purchase Agreement provides that upon the closing of the transaction, Clyra’s board shall increase from three positions to five positions, and that Scion may appoint two members to the board. Scion hereby elects to appoint Spencer Brown and Tanya Rhodes as its two members.


5.      Adjustment of BioLargo Common Shares . Clyra holds 7,142,858 shares of BioLargo common stock available for redemption by Scion pursuant to the terms of the Purchase Agreement. If BioLargo shall at any time or from time to time after the date hereof effect a subdivision of its common stock, the number of BioLargo common shares available for redemption immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof combine the outstanding Common Stock, the number of BioLargo common shares available for redemption immediately before the combination shall be proportionately increased. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.


6.      Counterparts . This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Executed copies of this Agreement transmitted by facsimile or e-mail shall be valid and binding.


7.      Further Action . The parties shall execute and deliver all documents, provide all information, and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.


8.      Authorization . Each respective person executing this Agreement represents and warrants that said person is duly authorized to execute this Agreement on behalf of the party for whom such person purports to execute this Agreement.


[ Signature page follows ]






IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.



Clyra Medical Technologies, Inc. (formerly Clyra

Acquisition Corp.), a California corporation  












/s/ Steven V. Harrison




Steven V. Harrison, President








Scion Solutions, LLC

An Indiana limited liability company












/s/ Spencer Brown




Spencer Brown, Manager  








Exhibit 99.1



BioLarg o’s subsidiary Clyra Medical secures over $1 million in direct investments to finalize the acquisition of the breakthrough stem cell therapy technology SkinDis c


WESTMINSTER, Calif., December 19, 2018 – BioLargo, Inc. (OTCQB:BLGO), developer of sustainable science and technologies and a full-service environmental engineering company, announced today that its partially owned subsidiary Clyra Medical Technologies, Inc. has secured over $1 million in new capital via direct investment and finalized its acquisition of a breakthrough stem cell therapy technology called “SkinDisc TM .” Developed by Scion Solutions, LLC, SkinDisc TM uses a homogenous cocktail to generate a cell-rich bio gel that supports the healing of chronic wounds. The product has been deployed clinically in over 250 patient cases with no adverse side effects, and successfully aided in the salvage of limbs that otherwise may have led to amputation and costly treatments.


In addition to the acquiring the SkinDisc TM product, Clyra has engaged Scion’s founders to support its commercial strategy, including Dr. Brock Liden, a renowned wound specialist and expert in diabetic limb salvage, and Spencer Brown, a medical device industry veteran with more than 35 years of experience working in medical sales, account management, and distribution in the medical device industry. In addition to Dr. Liden and Mr. Brown, Scion’s founders include Tanya Rhodes, former VP of Innovation at Smith & Nephew, and a current Clyra consultant. The details of the Scion transaction were previously reported in a Form 8-K filed with the Securities and Exchange Commission on October 2, 2018 (link here).


Dennis P. Calvert, CEO of BioLargo commented, “Our core technologies are the foundation upon which we are building a successful company, and this is just one example. By funding Clyra through direct investment, we have secured dedicated capital to complete its products’ journey to market while also creating value for BioLargo’s shareholders through ownership in Clyra and its ongoing licensing arrangement. In this same vein, we intend to pursue direct investment for our BioLargo Water subsidiary in 2019. These developments serve to enhance the fundamental value of BioLargo while also helping to conserve capital.”


Calvert continued, “The completion of the Scion transaction is important for many reasons. First, a fairness opinion report written by an independent evaluator suggested that there is good evidence, based on comparable company analysis, that the combined value of Clyra and Scion would be approximately $33 million following this transaction. Second, the two technical platforms - Clyra antimicrobial products and the SkinDiscTM - represent substantial product platforms upon which to build an internationally competitive wound care company. Finally, Scion’s founders have successfully launched multiple products into the medical industry and bring crucial expertise on positioning our products in those markets. Of course, we remind our shareholders that we cannot predict the timing of the approval of our current application before the FDA, but that we are highly encouraged with the continued interaction with the FDA staff and believe we are on the right track to be successful soon.”





Clyra Medical’s antimicrobial technology feature a broad-spectrum of antimicrobial efficacy with no known acquired resistance, sustained release, biofilm efficacy, and bioharmony for skin and tissue. While Clyra realizes the need and opportunity across many medical disciplines, the initial targeted commercial markets will be in the areas of general wound therapy, infection control for the orthopedic surgery, and dental. The Clyra technology presents the potential for multiple additional product designs.


About BioLargo, Inc.
BioLargo, Inc. is an innovative technology developer and environmental engineering company driven by a mission to " make life better"  by delivering robust, sustainable solutions for a broad range of industries and applications, with a focus on clean water, clean air, and advanced wound care. We develop and commercialize disruptive technologies by providing the capital, support, and expertise to expedite them from "cradle" to "maturity" ( www.biolargo.com ). Our engineering division features experienced professional engineers dedicated to integrity, reliability, and environmental stewardship ( www.biolargoengineering.com ). Our industrial odor control division, Odor-No-More ( www.odornomore.com ) features CupriDyne Clean Industrial Odor Eliminator ( www.cupridyne.com ), which eliminates the odor-causing compounds and VOCs rather than masking them, and is now winning over leading companies in the solid waste handling and wastewater industries and other industries that contend with malodors and VOCs. Our subsidiary BioLargo Water ( www.biolargowater.ca ) develops the Advanced Oxidation System "AOS," a disruptive industrial water treatment technology designed to eliminate waterborne pathogens and recalcitrant contaminants with better energy-efficiency and lower operational costs than incumbent technologies. Our subsidiary Clyra Medical (www.clyramedical.com) features effective and gentle solutions for chronic infected wounds to promote infection control and regenerative tissue therapy.


Contact Information


Dennis Calvert President and CEO BioLargo, Inc. 949-643-9540 x2


Safe Harbor Disclosure


This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.