UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended June 30, 2011. |
or
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from to |
Commission File Number 000-19709
(Exact name of registrant as specified in its charter)
| Delaware | | 65-0159115 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
16333 Phoebe Avenue
La Mirada, California 90638
(Address, including zip code, of principal executive offices)
(949) 643-9540
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | | Accelerated filer ¨ | |
| | | | |
| Non-accelerated filer ¨ | | Smaller reporting company x | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the Registrant’s Common Stock outstanding as of August 15, 2011 was 55,924,320 shares.
Explanatory Note
The purpose of the Form 10-Q/A to BIOLARGO, INC.’s quarterly report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits
| Exhibit No. | | Description |
| | | |
| 10.1* | | Termination Agreement |
| | | |
| 10.2* | | Agreement with Steven V. Harrison |
| | | |
| 31.1* | | Certification of Chief Executive Officer of Quarterly Report Pursuant to Rule 13(a)-15(e) or Rule 15(d)-15(e). |
| | |
| 31.2* | | Certification of Chief Financial Officer of Quarterly Report Pursuant to 18 U.S.C. Section 1350 |
| | |
| 32* | | Certification of Chief Executive Officer and Chief Financial Officer of Quarterly Report pursuant to Rule 13(a)-15(e) or Rule 15(d)-15(e). |
| | | |
| 101.INS** | | XBRL Instance |
| | | |
| 101.SCH** | | XBRL Taxonomy Extension Schema |
| | | |
| 101.CAL** | | XBRL Taxonomy Extension Calculation |
| | | |
| 101.DEF** | | XBRL Taxonomy Extension Definition |
| | | |
| 101.LAB** | | XBRL Taxonomy Extension Labels |
| | | |
| 101.PRE** | | XBRL Taxonomy Extension Presentation |
| ** | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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 thereunto duly authorized.
| Date: August 17, 2011 | | BIOLARGO, INC. By: /s/ DENNIS P. CALVERT |
| | | Dennis P. Calvert Chief Executive Officer |
| | | |
| | | |
| Date: August 17, 2011 | | By: /s/ CHARLES K. DARGAN, II |
| | | Charles K. Dargan, II Chief Financial Officer |
