Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000880242 | ||
Entity Registrant Name | BIOLARGO, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 000-19709 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 65-0159115 | ||
Entity Address, Address Line One | 14921 Chestnut St. | ||
Entity Address, City or Town | Westminster | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92683 | ||
City Area Code | 888 | ||
Local Phone Number | 400-2863 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BLGO | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 40,752,460 | ||
Entity Common Stock, Shares Outstanding | 283,192,091 | ||
Auditor Name | HASKELL & WHITE LLP | ||
Auditor Firm ID | 200 | ||
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,851,000 | $ 962,000 |
Accounts receivable, net of allowance | 1,064,000 | 513,000 |
Inventories, net of allowance | 120,000 | 241,000 |
Prepaid expenses and other current assets | 118,000 | 85,000 |
Total current assets | 3,153,000 | 1,801,000 |
Equipment, net of depreciation | 287,000 | 61,000 |
Other non-current assets | 124,000 | 69,000 |
Investment in South Korean joint venture | 33,000 | 48,000 |
Right of use, operating lease, net of amortization | 867,000 | 453,000 |
Clyra Medical prepaid marketing (Note 10) | 394,000 | 591,000 |
Total assets | 4,858,000 | 3,023,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 940,000 | 559,000 |
Debt obligations, net of discount (Note 4) | 100,000 | 314,000 |
Deferred revenue | 17,000 | 89,000 |
Lease liability | 97,000 | 103,000 |
Deposits | 184,000 | 79,000 |
Total current liabilities | 1,576,000 | 1,374,000 |
Long-term liabilities: | ||
Debt obligations, net of current (Note 4) | 237,000 | 180,000 |
Lease liability, net of current | 773,000 | 349,000 |
Total long-term liabilities | 1,271,000 | 716,000 |
Total liabilities | 2,847,000 | 2,090,000 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.00067 Par Value, 400,000,000 Shares Authorized, 278,462,706 and 255,893,726 Shares Issued, at December 31, 2022 and December 31, 2021 | 186,000 | 171,000 |
Additional paid-in capital | 148,435,000 | 143,718,000 |
Accumulated deficit | (143,594,000) | (139,121,000) |
Accumulated other comprehensive loss | (149,000) | (115,000) |
Total BioLargo Inc. and subsidiaries stockholders’ equity | 4,878,000 | 4,653,000 |
Non-controlling interest (Note 10) | (2,867,000) | (3,720,000) |
Total stockholders’ equity | 2,011,000 | 933,000 |
Total liabilities and stockholders’ equity | 4,858,000 | 3,023,000 |
Entities, Excluding Partially Owned Subsidiary [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | 940,000 | 559,000 |
Partially Owned Subsidiary [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | 238,000 | 230,000 |
Long-term liabilities: | ||
Debt obligations, net of current (Note 4) | $ 261,000 | $ 187,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible Preferred Stock, Par Value (in dollars per share) | $ 0.00067 | $ 0.00067 |
Convertible Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Convertible Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00067 | $ 0.00067 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 278,462,706 | 255,893,726 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 5,884,000 | $ 2,531,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | (3,027,000) | (1,428,000) |
Gross profit | 2,857,000 | 1,103,000 |
Operating expenses: | ||
Selling, general and administrative expenses | 6,731,000 | 6,172,000 |
Research and development | 1,319,000 | 1,367,000 |
Asset Impairment Charges, Total | 197,000 | 342,000 |
Total operating expenses | 8,247,000 | 7,881,000 |
Operating loss | (5,390,000) | (6,778,000) |
Other income (expense): | ||
PPP forgiveness | 174,000 | 43,000 |
Grant income | 74,000 | 55,000 |
Tax credit income | 63,000 | 20,000 |
Interest expense | (53,000) | (234,000) |
Total other (expense) income | 258,000 | (116,000) |
Net loss | (5,132,000) | (6,894,000) |
Net (loss) income attributable to noncontrolling interest | (659,000) | 186,000 |
Net loss attributable to common stockholders | $ (4,473,000) | $ (7,080,000) |
Net loss per share attributable to common stockholders: | ||
Loss per share attributable to stockholders – basic and diluted (in dollars per share) | $ (0.02) | $ (0.03) |
Weighted average number of common shares outstanding: (in shares) | 268,302,234 | 247,203,625 |
Comprehensive loss attributable to common stockholders | ||
Net loss | $ (5,132,000) | $ (6,894,000) |
Foreign currency translation | (34,000) | (14,000) |
Comprehensive loss | (5,166,000) | (6,908,000) |
Comprehensive income (loss) attributable to noncontrolling interest | (659,000) | 186,000 |
Comprehensive loss attributable to stockholders | (4,507,000) | (7,094,000) |
Product [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 4,434,000 | 1,572,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | (2,177,000) | (781,000) |
Service [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 1,450,000 | 959,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | $ (850,000) | $ (647,000) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Noncontrolling Interest [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 225,885,682 | |||||||
Balance at Dec. 31, 2020 | $ 151,000 | $ 135,849,000 | $ (132,041,000) | $ (101,000) | $ (4,093,000) | $ (235,000) | ||
Conversion of notes (in shares) | 1,966,439 | |||||||
Conversion of notes | $ 1,000 | 327,000 | 0 | 0 | 0 | 328,000 | ||
Issuance of common stock for services (in shares) | 2,127,467 | |||||||
Issuance of common stock for services | $ 1,000 | 366,000 | 0 | 0 | 0 | 367,000 | ||
Issuance of common stock for interest (in shares) | 81,777 | |||||||
Issuance of common stock for interest | $ 0 | 16,000 | 0 | 0 | 0 | 16,000 | ||
Sale of stock for cash (in shares) | 29,691,886 | |||||||
Sale of stock for cash | $ 20,000 | 4,862,000 | 0 | 0 | 0 | $ 4,882,000 | ||
Warrant exercise (in shares) | 1,283,333 | 1,283,333 | ||||||
Warrant exercise | $ 1,000 | 163,000 | 0 | 0 | 0 | $ 164,000 | ||
Return of shares held by Clyra Medical (re Scion) (in shares) | (5,142,858) | |||||||
Return of shares held by Clyra Medical (re Scion) | $ (3,000) | (921,000) | 0 | 0 | 1,286,000 | 362,000 | ||
Stock option compensation expense | 0 | 1,308,000 | 0 | 0 | 0 | 1,308,000 | ||
Fair value of warrant recorded as debt discount | 0 | 35,000 | 0 | 0 | 0 | 35,000 | ||
Noncontrolling interest allocation | 0 | 1,149,000 | 0 | 0 | (1,149,000) | 0 | ||
Clyra stock options issued for services | 0 | 564,000 | 0 | 0 | 0 | 564,000 | ||
Issuance of Clyra common stock for cash | 0 | 0 | 0 | 0 | 50,000 | 50,000 | ||
Net loss | 0 | 0 | (7,080,000) | 0 | 186,000 | (6,894,000) | ||
Foreign currency translation | 0 | 0 | 0 | (14,000) | 0 | (14,000) | ||
Foreign currency translation | $ 0 | 0 | 0 | (14,000) | 0 | (14,000) | ||
Balance (in shares) at Dec. 31, 2021 | 255,893,726 | |||||||
Balance at Dec. 31, 2021 | $ 171,000 | 143,718,000 | (139,121,000) | (115,000) | (3,720,000) | 933,000 | ||
Issuance of common stock for services (in shares) | 1,448,512 | |||||||
Issuance of common stock for services | $ 1,000 | 290,000 | 0 | 0 | 0 | 291,000 | ||
Sale of stock for cash (in shares) | 19,580,225 | |||||||
Sale of stock for cash | $ 13,000 | 3,604,000 | 0 | 0 | 0 | 3,617,000 | ||
Stock option compensation expense | 0 | 1,663,000 | 0 | 0 | 0 | 1,663,000 | ||
Noncontrolling interest allocation | 0 | (1,287,000) | 0 | 0 | 1,287,000 | 0 | ||
Clyra stock options issued for services | 0 | 408,000 | 0 | 0 | 0 | 408,000 | ||
Issuance of Clyra common stock for cash | $ 225,000 | $ 225,000 | 0 | 0 | 0 | 0 | ||
Net loss | 0 | 0 | (4,473,000) | 0 | (659,000) | (5,132,000) | ||
Foreign currency translation | $ 0 | 0 | 0 | (34,000) | 0 | (34,000) | ||
Stock issued as commitment fee (in shares) | 1,250,000 | |||||||
Stock issued as commitment fee | $ 1,000 | (1,000) | 0 | 0 | 0 | 0 | ||
Stock option exercise (in shares) | 290,243 | |||||||
Stock option exercise | $ 0 | 40,000 | 0 | 0 | 0 | 40,000 | ||
Foreign currency translation | $ 0 | 0 | 0 | (34,000) | 0 | (34,000) | ||
Balance (in shares) at Dec. 31, 2022 | 278,462,706 | |||||||
Balance at Dec. 31, 2022 | $ 186,000 | $ 148,435,000 | $ (143,594,000) | $ (149,000) | $ (2,867,000) | $ 2,011,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (5,132,000) | $ (6,894,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 2,071,000 | 1,872,000 |
Common stock issued for services | 291,000 | 367,000 |
Impairment, Long-Lived Asset, Held-for-Use, Total | 197,000 | 342,000 |
Inventory reserve | 158,000 | 0 |
Common stock issued for interest | 0 | 16,000 |
Interest expense related to amortization of the discount on convertible notes payable | 17,000 | 119,000 |
Loss on investment in South Korean joint venture | 15,000 | 15,000 |
PPP forgiveness | (174,000) | (43,000) |
Amortization and depreciation expense | 45,000 | 20,000 |
Changes in assets and liabilities: | ||
Accounts receivable | (551,000) | (29,000) |
Inventories | (35,000) | 36,000 |
Deferred revenue | (72,000) | 41,000 |
Prepaid expenses and other assets | (90,000) | (57,000) |
Right of use and lease liability, net | 3,000 | 0 |
Deposit | 105,000 | 79,000 |
Net cash used in operating activities | (2,762,000) | (3,937,000) |
Cash flows from investing activities | ||
Equipment purchases | (271,000) | (21,000) |
Patent purchase | 0 | (13,000) |
Net cash used in investing activities | (271,000) | (34,000) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 3,617,000 | 4,882,000 |
Proceeds from warrant exercise | 0 | 164,000 |
Proceeds from BioLargo stock option exercise | 40,000 | 0 |
Repayment of note payable and line of credit | 0 | (828,000) |
Repayment by Clyra on inventory line of credit | (26,000) | (37,000) |
Proceeds from sale of preferred stock in Clyra Medical | 225,000 | 0 |
Proceeds from Clyra Medical note payable | 100,000 | 0 |
Net cash provided by financing activities | 3,956,000 | 4,231,000 |
Net effect of foreign currency translation | (34,000) | (14,000) |
Net change in cash | 889,000 | 246,000 |
Cash at beginning of year | 962,000 | 716,000 |
Cash at end of year | 1,851,000 | 962,000 |
Supplemental disclosures of cash flow information | ||
Interest | 36,000 | 99,000 |
Income taxes | 3,000 | 2,000 |
Short-term lease payments not included in lease liability | 99,000 | 52,000 |
Non-cash investing and financing activities | ||
Return of in-process research and development (Scion) | 0 | 1,804,000 |
Cancellation of Clyra debt obligations and accounts payable (Scion) | 0 | (1,465,000) |
Liability to Scion shareholders | 0 | (540,000) |
Fair value of warrants issued with convertible notes and letter of credit | 0 | 35,000 |
Conversion of convertible notes payable into common stock | 0 | 328,000 |
Fair value of common stock issued to Lincoln Park as finance fee | 240,000 | 0 |
Present value of new operating right of use and lease liability | 443,000 | 186,000 |
Allocation of stock option expense within noncontrolling interest | 1,287,000 | 1,149,000 |
Clyra Medical Common Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from sale of common stock | 0 | 50,000 |
Entities, Excluding Partially Owned Subsidiary [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 382,000 | 47,000 |
Accounts payable and accrued expenses | 382,000 | 47,000 |
Partially Owned Subsidiary [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 8,000 | 132,000 |
Accounts payable and accrued expenses | $ 8,000 | $ 132,000 |
Note 1 - Business and Organizat
Note 1 - Business and Organization | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Description of Business BioLargo, Inc. (“BioLargo”, or the “Company”) invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination (per- and polyfluoroalkyl substances), advanced water and wastewater treatment, industrial odor control, air quality control, infection control, and myriad environmental remediation challenges. Our business strategy is straightforward: we invent or acquire technologies that we believe have the potential to be disruptive in large commercial markets; we develop and validate these technologies to advance and promote their commercial success as we leverage our considerable scientific, engineering, and entrepreneurial talent; we then monetize these technical assets through a variety of business structures that may Liquidity / Going concern 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. For the year ended December 31, 2022, December 31, 2022, not 2023 During the year ended December 31, 2022, 12. not December 31, 2022, 3 3 6 As of December 31, 2022, March 2023 14 2024 10 Subsequent to December 31, 2022, 14 If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we will have to rely on other forms of financing, and there is no The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to 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 Organization We are a Delaware corporation formed in 1991. six 2006; 2009; 2019, 2022; 2014; 2016. 11 2017, 2012. 2, 10 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated. Foreign Currency The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three one $250,000 not As of December 31, 2022 2021, December 31, 2022 December 31, 2021 BioLargo, Inc. and subsidiaries $ 1,685 $ 941 Clyra Medical Technologies, Inc. 166 21 Total $ 1,851 $ 962 Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of December 31, 2022 2021 $ 12,000 Credit Concentration We have a limited number of customers that account for significant portions of our revenue. During the year ended December 31, 2022, two December 31, 2021, three December 31, 2022 December 31, 2021 Customer A 47 % <10 % Customer B 10 % <10 % Customer C <10 % 14 % Customer D <10 % 11 % Customer E <10 % 11 % We had one 10% December 31, 2022 two December 31, 2021, December 31, 2022 December 31, 2021 Customer A 24 % <10 % Customer F <10 % 32 % Customer G <10 % 12 % Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of December 31, 2022 2021 $3,000. December 31, 2022 December 31, 2021 Raw material $ 46 $ 108 Finished goods 74 133 Total $ 120 $ 241 Other Non-Current Assets Other non-current assets consisted of (i) security deposits related to our business offices, (ii) three October 22, 2021, December 31, 2022 December 31, 2021 Patents $ 34 $ 34 Security deposits 36 35 Tax credit receivable 54 — Total $ 124 $ 69 Equity Method of Accounting On March 20, 2020, We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not December 31, 2022 2021, Impairment Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not For the year ended December 31, 2022, 9 For the year ended December 31, 2021, 9 9 December 31, 2022 2021 $342,000, Earnings (Loss) Per Share We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if convertible notes payable, stock options and warrants were exercised into common stock. For the years ended December 31, 2022 2021, Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, impairment expense, among others. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements. Share-Based Compensation Expense We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model. The following methodology and assumptions were used to calculate share-based compensation for the years ended December 31, 2022 2021: 2022 2021 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 2.32 – 3.83 % 2.32 – 3.83 % 1.49 – 1.73 % 0.93 – 1.73 % Expected volatility 114 – 117 % 114 – 117 % 118 – 124 % 118 – 124 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 10 10 10 10 Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not Warrants Warrants issued with our convertible and non-convertible debt instruments are accounted for under the fair value and relative fair value method. The warrant is first not. not If the warrant is determined to not Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. The warrant relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received. Non-Cash Transactions We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered or product is received. Revenue Recognition We account for revenue in accordance with ASC 606, Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s products are sold through a contract with the customer and a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product, and each product has separate pricing. Revenue is recognized at a point in time when the goods are shipped if the agreement is FOB manufacturer, and when goods are delivered if FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. Service contracts are performed through a written contract, which specifies the performance obligations and the rate at which the services will be billed, typically by time and materials. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed, or, for services related to product installations, at the completion of the installation. A few contracts have called for milestone or fixed cost payments, where we invoice an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. To date, there have been no In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one Clyra also has certain distribution agreements that call for consigned inventory. Although the product is shipped to a third not Government Grants We have been awarded multiple research grants from the private and public Canadian research programs. Income we receive directly from grants is recorded as other income. We have been awarded over 80 first 2015. third third six eighteen not The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None may Not no Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”). Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than- not” not not” no December 31, 2022 2021. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not December 31, 2022. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. Fair Value of Financial Instruments Management believes the carrying amounts of the Company’s financial instruments as of December 31, 2022 2021 Tax Credits Our research and development activities in Canada may not Leases In February 2016, No. 2016 02, 11 January 1, 2019 July 2018, may 842, December 31, 2022, $867,000 Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 - 5 Recent Accounting Pronouncements None. |
Note 3 - Sale of Stock for Cash
Note 3 - Sale of Stock for Cash | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stock Purchase Agreement [Text Block] | Note 3. Lincoln Park Financing On December 13, 2022, “2022 three may three 12 no first 2022 1 December 23, 2022. January 19, 2023. Pursuant to the 2022 Pursuant to a similar purchase agreement dated March 30, 2020, December 31, 2022 2021, December 31, 2022, 2022 14 Unit Offerings During the year ended December 31, 2022, six five 6, December 31, 2021, six five 6, |
Note 4 - Debt Obligations
Note 4 - Debt Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4. The following table summarizes our debt obligations outstanding as of December 31, 2022 2021 not 10, December 31, 2022 2021 Current portion of debt: SBA Paycheck Protection Program loan $ 43 $ 314 Convertible note payable, matures March 1, 2023 50 — SBA EIDL Loan, matures July 2053, current portion 10 — Debt discount, net of amortization (3 ) — Total current portion of debt $ 100 $ 314 Long-term debt: SBA Paycheck Protection Program loans, matures May 2025 $ 97 $ — Convertible note payable, matures March 1, 2023 — 50 Debt discount, net of amortization — (20 ) SBA EIDL Loan, matures July 2053 140 150 Total long-term debt, net of current $ 237 $ 180 Total $ 337 $ 494 For the years ended December 31, 2022 2021, Cash payment of Debt Obligations On August 13, 2021, one August 12, 2021. On March 1, 2021, August 9, 2019, August 9, 2021. On March 1, 2021, September 1, 2019. no Conversion of Debt Obligations On its maturity date of April 20, 2021, Convertible note payable, matures March 1, 2023 On March 8, 2018, sixty March 1, 2021, March 1, 2023, 6 December 31, 2022, 14 SBA Program Loans On February 7, 2022, $174,000 May 12, 2022, May 2025. March 19, 2021, In July 2020, January 2023. |
Note 5 - Share-based Compensati
Note 5 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | Note 5. Issuance of Common Stock in exchange for Services Payment of Officer Salaries During the year ended December 31, 2022, September 30, 2022, 268,330shares $0.27; June 30, 2022, During the year ended December 31, 2021, December 31, 2021, September 30, 2021, $0.19; March 31, 2021, Shares issued to Officers are unvested at the date of grant and subject to a lock-up agreement restricting vesting and sale until the earlier of (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12 Payment of Consultant Fees During 2022, December 30, 2022, September 30, 2022, 110,498 $0.27; June 30, 2022, $0.18; March 31, 2022, During 2021, December 31, 2021, September 30, 2021, June 30, 2020, March 31, 2021, All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4 2 not Payment of Interest During June 2021, All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4 2 not Stock Option Expense During the years ended December 31, 2022 2021, 2018 10 2018 On June 22, 2018, 2018 “2018 may June 22, 2028. 2018 2018 January 1 st December 31, 2022, Activity for our stock options under the 2018 December 31, 2022, December 31, 2021, Weighted Average Aggregate Options Exercise Price per Intrinsic Outstanding Price per share share Value (1) Balance, December 31, 2020 18,865,525 $0.12 – 0.43 $ 0.19 Granted 4,320,617 $0.13 – 0.23 $ 0.19 Balance, December 31, 2021 23,186,142 $0.12 – 0.43 $ 0.19 Granted 6,322,233 $0.18 – 0.27 $ 0.22 Exercised (290,243 ) $0.13 – 0.23 $ 0.16 Expired (733,583 ) $0.12 – 0.40 $ 0.33 Balance, December 31, 2022 28,484,549 $0.12 – 0.43 $ 0.19 Non-vested (3,746,708 ) $0.18 – 0.27 $ 0.19 Vested, December 31, 2022 24,737,841 $0.12 – 0.43 $ 0.19 $ 596,000 ( 1 December 31, 2022. The options granted to purchase 6,322,233 shares during the year ended December 31, 2022 $97,000; $401,000; four Chief Financial Officer Contract Extension On March 22, 2022, February 1, 2008 ( March 22, 2022 ( one January 31, 2023 ( 14 As the sole compensation for the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares reflecting an extended term of 12 March 22, 2022, March 22, 2022, March 22, 2022, ten 2018 The Option is Mr. Dargan’s sole compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no no not 14, 2007 On September 7, 2007, April 29, 2011, 2007 “2007 may September 7, 2017. September 2017, Activity for our stock options under the 2007 December 31, 2022 2021 Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding price per share share Value (1) Balance, December 31, 2020 5,689,363 $ 0.23 – 0.94 $ 0.44 Expired (2,810,117 ) 0.34 – 0.51 0.38 Balance, December 31, 2021 2,879,246 $ 0.23 – 0.94 $ 0.49 Expired (975,161 ) 0.35 – 0.40 0.36 Balance, December 31, 2022 1,904,085 $ 0.23 – 0.94 $ 0.56 $ — ( 1 December 31, 2022. Non-Plan Options issued Activity of our non-plan stock options issued for the years ended December 31, 2022 2021 Weighted Non-plan average Aggregate Options Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2020 20,749,583 $ 0.12 – 1.00 $ 0.41 Granted 169,624 0.17 – 0.23 0.20 Expired (800,000 ) 1.00 1.00 Balance, December 31, 2021 20,119,207 $ 0.12 – 0.83 $ 0.39 Granted 571,358 0.17 – 0.27 0.19 Expired (1,666,736 ) 0.30 – 0.40 0.31 Balance, December 31, 2022 19,023,829 $ 0.12 – 0.83 $ 0.39 Unvested (507,500 ) 0.45 0.45 Vested and outstanding, December 31, 2022 18,516,329 $ 0.12 – 0.83 $ 0.39 $ 77,000 ( 1 December 31, 2022. During the year ended December 31, 2022, $0.27 During the year ended December 31, 2021, |
Note 6 - Warrants
Note 6 - Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Warrants [Text Block] | Note 6. We have certain warrants outstanding to purchase our common stock, at various prices, as described in the following table: Weighted average Aggregate Warrants Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2020 32,980,989 $ 0.13 – 1.00 $ 0.29 Granted 11,096,992 0.12 – 0.14 0.21 Exercised (1,283,333 ) 0.12 – 0.14 0.13 Expired (6,029,086 ) 0.12 – 0.70 0.30 Balance, December 31, 2021 36,765,562 $ 0.13 – 1.00 $ 0.27 Granted 27,137,048 0.12 – 0.14 0.23 Exercised — Expired (14,879,152 ) 0.12 – 0.48 0.24 Balance, December 31, 2022 49,023,398 $ 0.13 – 1.00 $ 0.26 $ 691,000 ( 1 December 31, 2022. Warrants issued in Unit Offerings During the year ended December 31, 2022, 3 six five During the year ended December 31, 2021, 3 six five Warrant issued in conjunction with amendment to note payable On March 1, 2021, 4 five two Exercise of Warrants During the year ended December 31, 2021, Fair Value – Interest Expense To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows: 2022 2021 Risk free interest rate 3.69 – 3.88% 0.71% Expected volatility 40% 100% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 .5 – 5 The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock. The expected life in years is based on the contract term of the warrant. |
Note 7 - Accounts Payable and A
Note 7 - Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7. As of December 31, 2022, Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 As of December 31, 2021, Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 156 $ 72 $ 73 $ 96 $ (47 ) $ 350 Accrued payroll 37 53 94 — — 184 Accrued interest 25 — — — — 25 Total $ 559 See Note 10, |
Note 8 - Provision for Income T
Note 8 - Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 8. Given our historical losses from operations, income tax obligations have been limited to the minimum franchise tax assessed by the State of California. Since 2016, not 80%. not not not At December 31, 2022, $101,000,000 $54,000,000 may not December 22, 2018, post‑2018 may pre‑2018 20 1 2 80% 172 no 172 1 2018 not December 31, 2024. |
Note 9 - In-process Research an
Note 9 - In-process Research and Development; Impairment Expense | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Asset Impairment Charges [Text Block] | Note 9. Scion Solutions Transaction dated March 1, 2022 On September 26, 2018, The consideration provided to Scion, which was subject to an escrow agreement dated September 26, 2018 ( December 31, 2021, Immediately following Clyra Medical’s purchase of Scion’s intangible assets, Clyra Medical sold to BioLargo the assets, along with 12,755 Clyra Medical common shares. In exchange, BioLargo issued Clyra Medical 7,142,858 shares of BioLargo common stock. Concurrently, BioLargo licensed back to Clyra Medical the Scion assets. Scion may 7,142,858 December 31, 2020, During the year ended December 31, 2020, first second December 31, 2020. December 31, 2020. By written agreement dated March 1, 2022, March 3, 2022, 2018 Spencer Brown and Tanya Rhodes each entered into non-disclosure agreements whereby they agreed not five not not Separately, BioLargo and Clyra Medical entered into an agreement dated March 3, 2022, March 1, 2022 Although these agreements were not March 3, 2022, first December 2021, 855, December 31, 2021. Impairment of Other Asset, Prepaid Marketing On December 30, 2015, four June 30, 2020, three not $788,000, Management determined as of December 31, 2021, The following table summarizes the expenses related to the foregoing transactions as of December 31, 2021. Biolargo Corporate Clyra Total In-Process Research and Development $ (2,150,000 ) $ — $ (2,150,000 ) Clyra debt obligations (Clyra-Scion note) — 1,007,000 1,007,000 Accounts payable and accrued interest — 458,000 458,000 Liability to Scion shareholders — 540,000 540,000 Other asset, prepaid marketing — (197,000 ) (197,000 ) Total $ (2,150,000 ) $ 1,808,000 $ (342,000 ) In light of Clyra Medical’s revenues for the year ended December 31, 2022, December 31, 2022, |
Note 10 - Noncontrolling Intere
Note 10 - Noncontrolling Interest - Clyra Medical | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 10. Clyra Medical As discussed in Note 2 December 31, 2022. Debt Obligations of Clyra Medical Promissory Note On April 8, 2022, April 8, 2024, may Line of Credit On June 30, 2020, one one first 180 may On December 13, 2022, September 30, 2024, 14 As of December 31, 2022, $161,000. December 31, 2021, Equity Transactions As of December 31, 2022, Sales of Common Stock During the year ended December 31, 2022, not March 2, 2022, During the year ended December 31, 2021, Sales of Series A Preferred Stock On December 20, 2022, two one may Each investor also entered into an agreement with BioLargo whereby the investor may 20% 30 18 18 not June 30, 2023, Subsequent to December 31, 2022, 14 Stock Options Weighted Clyra average Options Exercise price per Outstanding price per share share Balance, December 31, 2020 11,411 $ 1.00 $ 1.00 Granted 2,594 1.00 1.00 Balance, December 31, 2021 14,004 $ 1.00 $ 1.00 Granted 1,829 1.00 - 310 40.24 Balance, December 31, 2022 15,833 $ 1.00 - 310 $ 5.53 Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. During the years ended December 31, 2022 2021, December 31, 2021, December 31, 2022, $1.00 December 31, 2022 2021 no 3.83% Accounts Payable and Accrued Expenses At December 31, 2022 2021, Category 2022 2021 Accounts payable $ 186 $ 149 Accrued payroll 45 30 Accrued interest 7 51 Total $ 238 $ 230 |
Note 11 - BioLargo Engineering,
Note 11 - BioLargo Engineering, Science and Technologies, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Wholly-Owned Subsidiary [Text Block] | Note 11. In September 2017, three six 12 two no five five March 31, 2018 ( not first September 2018. The BLEST Compensation Committee has met regularly since the subsidiary commenced operations. In 2018, not not November 2019, one one not January 2021, one one one December 31, 2020. January 2022, one one December 31, 2021. December 2022, one one $135,000 December 31, 2022. |
Note 12 - Business Segment Info
Note 12 - Business Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 12. BioLargo currently has four four 1. ONM Environmental -- which sells odor and volatile organic control products and services (located in Westminster, California); 2. Clyra Medical Technologies (“Clyra Medical”) -- which develops and sells medical products based on our technologies; 3. BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations as needed (located in Oak Ridge, Tennessee); and 4. BioLargo Water (“Water”) -- which historically focused entirely on R&D, and has now shifted its focus to commercializing the AOS technology (located in Edmonton, Alberta Canada). Historically, none two 2022 third The segment information for the years December 31, 2022 2021, 2022 2021 Revenues BioLargo corporate $ 5 $ 7 ONM Environmental 4,374 1,419 BLEST 1,943 1,635 Clyra Medical 56 139 BioLargo Water 1 12 Intersegment revenue (495 ) (681 ) Total $ 5,884 $ 2,531 Research and development BioLargo corporate $ (674 ) $ (1,001 ) BLEST (469 ) (488 ) Clyra Medical (110 ) (66 ) BioLargo Water (565 ) (486 ) BioLargo corporate - intersegment 499 674 Total $ (1,319 ) $ (1,367 ) Operating income (loss) BioLargo corporate $ (3,971 ) $ (5,688 ) ONM Environmental 1,130 (511 ) BLEST (452 ) (629 ) Clyra Medical (1,383 ) 666 BioLargo Water (714 ) (616 ) Total $ (5,390 ) $ (6,778 ) Interest expense BioLargo corporate $ (24 ) $ (118 ) Clyra Medical (29 ) (116 ) Total $ (53 ) $ (234 ) Net income (loss) BioLargo corporate $ (3,995 ) $ (5,781 ) ONM Environmental 1,304 (511 ) BLEST (425 ) (629 ) Clyra Medical (1,412 ) 593 BioLargo Water (604 ) (566 ) Consolidated net loss $ (5,132 ) $ (6,894 ) As of December 31, 2022 BioLargo ONM Clyra BLEST Water Elimination Total Tangible assets $ 669 $ 2,064 $ 631 $ 441 $ 194 $ (41 ) $ 3,958 Right of use 136 — — 731 — — 867 Investment in South Korean joint venture 33 — — — — — 33 Total $ 838 $ 2,064 $ 631 $ 1,172 $ 194 $ (41 ) $ 4,858 As of December 31, 2021 BioLargo ONM Clyra BLEST Water Elimination Total Tangible assets $ 555 $ 451 $ 816 $ 595 $ 152 $ (47 ) $ 2,522 Right of use 222 — — 231 — — 453 Investment in South Korean joint venture 48 — — — — — 48 Total $ 825 $ 451 $ 816 $ 433 $ 152 $ (47 ) $ 3,023 |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13. Office Leases We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. Short-term leases less than one not December 31, 2022 2021, August 2024. four four not September 2022, ten ten December 31, 2022, one None no not no As of December 31, 2022, nine five Year ending BioLargo Corp / ONM BLEST Total December 31, 2023 118,000 151,000 269,000 December 31, 2024 70,000 154,000 224,000 December 31, 2025 -- 157,000 157,000 December 31, 2026 -- 160,000 160,000 December 31, 2027 -- 161,000 161,000 Thereafter -- 822,000 822,000 Total minimum lease payments $ 188,000 $ 1,605,000 $ 1,793,000 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 14. Management has evaluated subsequent events through the date of the filing of this Annual Report and management noted the following for disclosure. Lincoln Park Capital Purchase of Shares From January 1, 2023, March 29, 2023, 2022 3 $105,000 1 333 268973 Clyra Medical – Series A Preferred From January 1, 2023, March 29, 2023, three may 20% 30 18 18 not June 30, 2023, 10. Unit Offering From January 1, 2023, March 29, 2023, twelve six five BioLargo Energy Technologies, Inc. On January 1, 2023, January 1, 2023, March 29, 2023, March 29, 2023, Each investor also entered into an agreement with BioLargo whereby the investor may 20% 30 2024. one not Satisfaction of $50,000 On March 6, 2023, 4, March 1, 2023”) five CFO Engagement Extension On March 21, 2023, February 1, 2008 ( March 21, 2023 ( one January 31, 2024 ( As the sole compensation for the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares reflecting an extended term of 12 March 21, 2023, March 31, 2023, March 21, 2023 ten 2018 The Option is Mr. Dargan’s sole compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no no not Clyra Medical On January 9, 2023, December 13, 2022. ( 10, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and partially-owned subsidiaries BLEST and Clyra Medical. All intercompany accounts and transactions have been eliminated. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three one $250,000 not As of December 31, 2022 2021, December 31, 2022 December 31, 2021 BioLargo, Inc. and subsidiaries $ 1,685 $ 941 Clyra Medical Technologies, Inc. 166 21 Total $ 1,851 $ 962 |
Receivable [Policy Text Block] | Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of December 31, 2022 2021 $ 12,000 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Concentration We have a limited number of customers that account for significant portions of our revenue. During the year ended December 31, 2022, two December 31, 2021, three December 31, 2022 December 31, 2021 Customer A 47 % <10 % Customer B 10 % <10 % Customer C <10 % 14 % Customer D <10 % 11 % Customer E <10 % 11 % We had one 10% December 31, 2022 two December 31, 2021, December 31, 2022 December 31, 2021 Customer A 24 % <10 % Customer F <10 % 32 % Customer G <10 % 12 % |
Inventory, Policy [Policy Text Block] | Inventory Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of December 31, 2022 2021 $3,000. December 31, 2022 December 31, 2021 Raw material $ 46 $ 108 Finished goods 74 133 Total $ 120 $ 241 |
Other Assets, Policy [Policy Text Block] | Other Non-Current Assets Other non-current assets consisted of (i) security deposits related to our business offices, (ii) three October 22, 2021, December 31, 2022 December 31, 2021 Patents $ 34 $ 34 Security deposits 36 35 Tax credit receivable 54 — Total $ 124 $ 69 |
Equity Method Investments [Policy Text Block] | Equity Method of Accounting On March 20, 2020, We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not December 31, 2022 2021, |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not For the year ended December 31, 2022, 9 For the year ended December 31, 2021, 9 9 December 31, 2022 2021 $342,000, |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if convertible notes payable, stock options and warrants were exercised into common stock. For the years ended December 31, 2022 2021, |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, impairment expense, among others. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements. |
Share-Based Payment Arrangement [Policy Text Block] | Share-Based Compensation Expense We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model. The following methodology and assumptions were used to calculate share-based compensation for the years ended December 31, 2022 2021: 2022 2021 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 2.32 – 3.83 % 2.32 – 3.83 % 1.49 – 1.73 % 0.93 – 1.73 % Expected volatility 114 – 117 % 114 – 117 % 118 – 124 % 118 – 124 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 10 10 10 10 Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not |
Warrant Policy [Policy Text Block] | Warrants Warrants issued with our convertible and non-convertible debt instruments are accounted for under the fair value and relative fair value method. The warrant is first not. not If the warrant is determined to not Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. The warrant relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received. |
Non Cash Transactions [Policy Text Block] | Non-Cash Transactions We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered or product is received. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition We account for revenue in accordance with ASC 606, Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s products are sold through a contract with the customer and a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product, and each product has separate pricing. Revenue is recognized at a point in time when the goods are shipped if the agreement is FOB manufacturer, and when goods are delivered if FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order. Service contracts are performed through a written contract, which specifies the performance obligations and the rate at which the services will be billed, typically by time and materials. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed, or, for services related to product installations, at the completion of the installation. A few contracts have called for milestone or fixed cost payments, where we invoice an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. To date, there have been no In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one Clyra also has certain distribution agreements that call for consigned inventory. Although the product is shipped to a third not |
Government Grants [Policy Text Block] | Government Grants We have been awarded multiple research grants from the private and public Canadian research programs. Income we receive directly from grants is recorded as other income. We have been awarded over 80 first 2015. third third six eighteen not The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None may Not no |
Income Tax, Policy [Policy Text Block] | Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”). Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than- not” not not” no December 31, 2022 2021. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not December 31, 2022. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Management believes the carrying amounts of the Company’s financial instruments as of December 31, 2022 2021 |
Tax Credits [Policy Text Block] | Tax Credits Our research and development activities in Canada may not |
Lessee, Leases [Policy Text Block] | Leases In February 2016, No. 2016 02, 11 January 1, 2019 July 2018, may 842, December 31, 2022, $867,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 - 5 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements None. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | December 31, 2022 December 31, 2021 BioLargo, Inc. and subsidiaries $ 1,685 $ 941 Clyra Medical Technologies, Inc. 166 21 Total $ 1,851 $ 962 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | December 31, 2022 December 31, 2021 Customer A 47 % <10 % Customer B 10 % <10 % Customer C <10 % 14 % Customer D <10 % 11 % Customer E <10 % 11 % December 31, 2022 December 31, 2021 Customer A 24 % <10 % Customer F <10 % 32 % Customer G <10 % 12 % |
Schedule of Inventory, Current [Table Text Block] | December 31, 2022 December 31, 2021 Raw material $ 46 $ 108 Finished goods 74 133 Total $ 120 $ 241 |
Schedule of Other Assets, Noncurrent [Table Text Block] | December 31, 2022 December 31, 2021 Patents $ 34 $ 34 Security deposits 36 35 Tax credit receivable 54 — Total $ 124 $ 69 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2022 2021 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 2.32 – 3.83 % 2.32 – 3.83 % 1.49 – 1.73 % 0.93 – 1.73 % Expected volatility 114 – 117 % 114 – 117 % 118 – 124 % 118 – 124 % Expected dividend yield — — — — Forfeiture rate — — — — Life in years 10 10 10 10 |
Note 4 - Debt Obligations (Tabl
Note 4 - Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, 2022 2021 Current portion of debt: SBA Paycheck Protection Program loan $ 43 $ 314 Convertible note payable, matures March 1, 2023 50 — SBA EIDL Loan, matures July 2053, current portion 10 — Debt discount, net of amortization (3 ) — Total current portion of debt $ 100 $ 314 Long-term debt: SBA Paycheck Protection Program loans, matures May 2025 $ 97 $ — Convertible note payable, matures March 1, 2023 — 50 Debt discount, net of amortization — (20 ) SBA EIDL Loan, matures July 2053 140 150 Total long-term debt, net of current $ 237 $ 180 Total $ 337 $ 494 |
Note 5 - Share-based Compensa_2
Note 5 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Average Aggregate Options Exercise Price per Intrinsic Outstanding Price per share share Value (1) Balance, December 31, 2020 18,865,525 $0.12 – 0.43 $ 0.19 Granted 4,320,617 $0.13 – 0.23 $ 0.19 Balance, December 31, 2021 23,186,142 $0.12 – 0.43 $ 0.19 Granted 6,322,233 $0.18 – 0.27 $ 0.22 Exercised (290,243 ) $0.13 – 0.23 $ 0.16 Expired (733,583 ) $0.12 – 0.40 $ 0.33 Balance, December 31, 2022 28,484,549 $0.12 – 0.43 $ 0.19 Non-vested (3,746,708 ) $0.18 – 0.27 $ 0.19 Vested, December 31, 2022 24,737,841 $0.12 – 0.43 $ 0.19 $ 596,000 Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding price per share share Value (1) Balance, December 31, 2020 5,689,363 $ 0.23 – 0.94 $ 0.44 Expired (2,810,117 ) 0.34 – 0.51 0.38 Balance, December 31, 2021 2,879,246 $ 0.23 – 0.94 $ 0.49 Expired (975,161 ) 0.35 – 0.40 0.36 Balance, December 31, 2022 1,904,085 $ 0.23 – 0.94 $ 0.56 $ — Weighted Non-plan average Aggregate Options Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2020 20,749,583 $ 0.12 – 1.00 $ 0.41 Granted 169,624 0.17 – 0.23 0.20 Expired (800,000 ) 1.00 1.00 Balance, December 31, 2021 20,119,207 $ 0.12 – 0.83 $ 0.39 Granted 571,358 0.17 – 0.27 0.19 Expired (1,666,736 ) 0.30 – 0.40 0.31 Balance, December 31, 2022 19,023,829 $ 0.12 – 0.83 $ 0.39 Unvested (507,500 ) 0.45 0.45 Vested and outstanding, December 31, 2022 18,516,329 $ 0.12 – 0.83 $ 0.39 $ 77,000 |
Note 6 - Warrants (Tables)
Note 6 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted average Aggregate Warrants Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2020 32,980,989 $ 0.13 – 1.00 $ 0.29 Granted 11,096,992 0.12 – 0.14 0.21 Exercised (1,283,333 ) 0.12 – 0.14 0.13 Expired (6,029,086 ) 0.12 – 0.70 0.30 Balance, December 31, 2021 36,765,562 $ 0.13 – 1.00 $ 0.27 Granted 27,137,048 0.12 – 0.14 0.23 Exercised — Expired (14,879,152 ) 0.12 – 0.48 0.24 Balance, December 31, 2022 49,023,398 $ 0.13 – 1.00 $ 0.26 $ 691,000 |
Schedule Of Assumptions Used To Determine Fair Value Of Warrants [Table Text Block] | 2022 2021 Risk free interest rate 3.69 – 3.88% 0.71% Expected volatility 40% 100% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 .5 – 5 |
Note 7 - Accounts Payable and_2
Note 7 - Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 156 $ 72 $ 73 $ 96 $ (47 ) $ 350 Accrued payroll 37 53 94 — — 184 Accrued interest 25 — — — — 25 Total $ 559 |
Note 9 - In-process Research _2
Note 9 - In-process Research and Development; Impairment Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Impairment Expense Disclosure [Table Text Block] | Biolargo Corporate Clyra Total In-Process Research and Development $ (2,150,000 ) $ — $ (2,150,000 ) Clyra debt obligations (Clyra-Scion note) — 1,007,000 1,007,000 Accounts payable and accrued interest — 458,000 458,000 Liability to Scion shareholders — 540,000 540,000 Other asset, prepaid marketing — (197,000 ) (197,000 ) Total $ (2,150,000 ) $ 1,808,000 $ (342,000 ) |
Note 10 - Noncontrolling Inte_2
Note 10 - Noncontrolling Interest - Clyra Medical (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Other Ownership Interests [Table Text Block] | Weighted Clyra average Options Exercise price per Outstanding price per share share Balance, December 31, 2020 11,411 $ 1.00 $ 1.00 Granted 2,594 1.00 1.00 Balance, December 31, 2021 14,004 $ 1.00 $ 1.00 Granted 1,829 1.00 - 310 40.24 Balance, December 31, 2022 15,833 $ 1.00 - 310 $ 5.53 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 Category BioLargo ONM BLEST Water Intercompany amounts Totals Accounts payable $ 156 $ 72 $ 73 $ 96 $ (47 ) $ 350 Accrued payroll 37 53 94 — — 184 Accrued interest 25 — — — — 25 Total $ 559 |
Clyra Medical [Member] | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category 2022 2021 Accounts payable $ 186 $ 149 Accrued payroll 45 30 Accrued interest 7 51 Total $ 238 $ 230 |
Note 12 - Business Segment In_2
Note 12 - Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2022 2021 Revenues BioLargo corporate $ 5 $ 7 ONM Environmental 4,374 1,419 BLEST 1,943 1,635 Clyra Medical 56 139 BioLargo Water 1 12 Intersegment revenue (495 ) (681 ) Total $ 5,884 $ 2,531 Research and development BioLargo corporate $ (674 ) $ (1,001 ) BLEST (469 ) (488 ) Clyra Medical (110 ) (66 ) BioLargo Water (565 ) (486 ) BioLargo corporate - intersegment 499 674 Total $ (1,319 ) $ (1,367 ) Operating income (loss) BioLargo corporate $ (3,971 ) $ (5,688 ) ONM Environmental 1,130 (511 ) BLEST (452 ) (629 ) Clyra Medical (1,383 ) 666 BioLargo Water (714 ) (616 ) Total $ (5,390 ) $ (6,778 ) Interest expense BioLargo corporate $ (24 ) $ (118 ) Clyra Medical (29 ) (116 ) Total $ (53 ) $ (234 ) Net income (loss) BioLargo corporate $ (3,995 ) $ (5,781 ) ONM Environmental 1,304 (511 ) BLEST (425 ) (629 ) Clyra Medical (1,412 ) 593 BioLargo Water (604 ) (566 ) Consolidated net loss $ (5,132 ) $ (6,894 ) As of December 31, 2022 BioLargo ONM Clyra BLEST Water Elimination Total Tangible assets $ 669 $ 2,064 $ 631 $ 441 $ 194 $ (41 ) $ 3,958 Right of use 136 — — 731 — — 867 Investment in South Korean joint venture 33 — — — — — 33 Total $ 838 $ 2,064 $ 631 $ 1,172 $ 194 $ (41 ) $ 4,858 As of December 31, 2021 BioLargo ONM Clyra BLEST Water Elimination Total Tangible assets $ 555 $ 451 $ 816 $ 595 $ 152 $ (47 ) $ 2,522 Right of use 222 — — 231 — — 453 Investment in South Korean joint venture 48 — — — — — 48 Total $ 825 $ 451 $ 816 $ 433 $ 152 $ (47 ) $ 3,023 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year ending BioLargo Corp / ONM BLEST Total December 31, 2023 118,000 151,000 269,000 December 31, 2024 70,000 154,000 224,000 December 31, 2025 -- 157,000 157,000 December 31, 2026 -- 160,000 160,000 December 31, 2027 -- 161,000 161,000 Thereafter -- 822,000 822,000 Total minimum lease payments $ 188,000 $ 1,605,000 $ 1,793,000 |
Note 1 - Business and Organiz_2
Note 1 - Business and Organization (Details Textual) | 11 Months Ended | 12 Months Ended | 24 Months Ended | ||
Dec. 13, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Sep. 30, 2017 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (5,132,000) | $ (6,894,000) | |||
Net Cash Provided by (Used in) Operating Activities, Total | (2,762,000) | (3,937,000) | |||
Working Capital (Deficit) | 1,587,000 | $ 1,587,000 | |||
Assets, Current, Total | 3,153,000 | 1,801,000 | 3,153,000 | ||
Revenue from Contract with Customer, Including Assessed Tax | 5,884,000 | 2,531,000 | |||
Proceeds from Issuance of Common Stock | 3,617,000 | 4,882,000 | |||
Cash and Cash Equivalents, at Carrying Value, Total | $ 1,851,000 | $ 962,000 | $ 1,851,000 | ||
Number of Wholly-Owned Subsidiaries | 6 | 6 | |||
BioLargo Engineering, Science & Technologies, LLC [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 82% | 82% | 100% | ||
Clyra Medical Technologies [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 58% | 58% | |||
Subsidiary, Clyra Medical [Member] | |||||
Notes Payable, Related Parties | $ 261,000 | $ 261,000 | |||
Economic Injury Disaster Loan [Member] | |||||
Convertible Debt, Total | 50,000 | 50,000 | |||
Long-Term Debt, Total | 150,000 | $ 150,000 | |||
Debt Instrument, Term (Year) | 30 years | ||||
Paycheck Protection Program CARES Act [Member] | |||||
Long-Term Debt, Total | 140,000 | $ 140,000 | |||
Warrant Issued to Private Investors [Member] | |||||
Proceeds from Issuance of Common Stock | $ 2,364,000 | ||||
Class of Warrant or Right, Issued During Period, Number of Securities Called by Warrants or Rights (in shares) | shares | 27,137,048 | ||||
The 2020 Unit Offering [Member] | |||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 13,568,524 | 5,435,966 | |||
Proceeds from Issuance of Common Stock | $ 2,364,000 | $ 864,000 | |||
Lincoln Park Capital Fund, LLC [Member] | |||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 6,011,701 | 6,011,701 | 24,255,920 | ||
Proceeds from Issuance of Common Stock | $ 1,253,000 | $ 1,253,000 | $ 4,018,000 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |||
Mar. 20, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jan. 19, 2019 USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 12,000 | $ 12,000 | ||
Inventory Valuation Reserves | 158,000 | 3,000 | ||
Payments to Acquire Intangible Assets | 0 | 13,000 | ||
Income (Loss) from Equity Method Investments | (15,000) | (15,000) | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | 197,000 | 342,000 | ||
Unrecognized Tax Benefits, Ending Balance | 0 | 0 | ||
Operating Lease, Right-of-Use Asset | 867,000 | $ 453,000 | $ 399,000 | |
Operating Lease, Liability, Total | $ 870,000 | |||
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||
Canadian Government Grants [Member] | Minimum [Member] | ||||
Grant Term (Month) | 6 months | |||
Canadian Government Grants [Member] | Maximum [Member] | ||||
Grant Term (Month) | 18 months | |||
Odin Co Ltd [Member] | ||||
Payments to Acquire Interest in Joint Venture | $ 100,000 | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 40% | 40% | 40% | |
Income (Loss) from Equity Method Investments | $ (15,000) | |||
Odin Co Ltd [Member] | Tomorrow Water [Member] | ||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 30% | |||
Odin Co Ltd [Member] | BKT and Tomorrow Water [Member] | ||||
Payments to Acquire Interest in Joint Venture | $ 150,000 | |||
Patents [Member] | ||||
Intangible Assets, Net (Excluding Goodwill), Total | 34,000 | |||
Payments to Acquire Intangible Assets | 13,000 | |||
Intangible Assets, Remaining Balance After Cash Payment Amount | $ 21,000 | |||
Stock Issued During Period, Shares, Issued for Intangible Assets Purchase (in shares) | shares | 125,000 | |||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 0.17 | |||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Number of Major Customers | 2 | 3 | ||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 10% | |||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Three Customers [Member] | ||||
Concentration Risk, Percentage | 10% | |||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | One Customer [Member] | ||||
Number of Major Customers | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Number of Major Customers | 2 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 10% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Summary of Cash Balances (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents, at Carrying Value, Total | $ 1,851,000 | $ 962,000 |
Parent Company [Member] | ||
Cash and Cash Equivalents, at Carrying Value, Total | 1,685,000 | 941,000 |
Noncontrolling Interest [Member] | ||
Cash and Cash Equivalents, at Carrying Value, Total | $ 166,000 | $ 21,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Credit Concentration (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Credit concentration | 47% | 10% |
Customer A [Member] | Accounts Receivable [Member] | ||
Credit concentration | 24% | 10% |
Customer B [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Credit concentration | 10% | 10% |
Customer F [Member] | Accounts Receivable [Member] | ||
Credit concentration | 10% | 32% |
Customer C [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Credit concentration | 10% | 14% |
Customer G [Member] | Accounts Receivable [Member] | ||
Credit concentration | 10% | 12% |
Customer D [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Credit concentration | 10% | 11% |
Customer E [Member] | Revenue from Contract with Customer Benchmark [Member] | ||
Credit concentration | 10% | 11% |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Raw material | $ 46 | $ 108 |
Finished goods | 74 | 133 |
Total | $ 120 | $ 241 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Patents | $ 34 | $ 34 |
Security deposits | 36 | 35 |
Tax credit receivable | 54 | 0 |
Total | $ 124 | $ 69 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Stock Options, Valuation Assumptions (Details) | 12 Months Ended | 24 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Non Plan [Member] | ||
Risk free interest rate | 0.93% | |
Expected volatility | 118% | |
Expected dividend yield | 0% | 0% |
Forfeiture rate | 0% | 0% |
Life in years (Year) | 10 years | 10 years |
Non Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 2.32% | |
Expected volatility | 114% | |
Non Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 2.32% | |
Expected volatility | 114% | |
2018 Equity Incentive Plan [Member] | ||
Expected dividend yield | 0% | |
Forfeiture rate | 0% | |
Life in years (Year) | 10 years | |
2018 Equity Incentive Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 3.83% | 1.73% |
Expected volatility | 117% | 124% |
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 1.73% | |
Expected volatility | 124% |
Note 3 - Sale of Stock for Ca_2
Note 3 - Sale of Stock for Cash (Details Textual) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Issued During Period, Value, Commitment Fee | $ 0 | ||
Proceeds from Issuance of Common Stock | $ 3,617,000 | $ 4,882,000 | |
Warrants Issued with 2020 Unit Offering [Member] | Maximum [Member] | |||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | |
Warrants Issued with 2020 Unit Offering [Member] | Minimum [Member] | |||
Warrants and Rights Outstanding, Term (Year) | 6 months | 6 months | |
The 2020 Unit Offering [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 13,568,524 | 5,435,966 | |
Proceeds from Issuance of Common Stock | $ 2,364,000 | $ 864,000 | |
Lincoln Park Capital Fund, LLC [Member] | |||
Stock Purchase Agreement, Maximum Amount of Common Stock | $ 10,000,000 | ||
Stock Issued During Period, Shares, Commitment Fee (in shares) | 1,250,000 | ||
Stock Issued During Period, Value, Commitment Fee | $ 240,000 | ||
Stock Issued During Period, Shares, New Issues (in shares) | 6,011,701 | 6,011,701 | 24,255,920 |
Proceeds from Issuance of Common Stock | $ 1,253,000 | $ 1,253,000 | $ 4,018,000 |
Note 4 - Debt Obligations (Deta
Note 4 - Debt Obligations (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
May 12, 2022 | Feb. 07, 2022 | Aug. 13, 2021 | Apr. 20, 2021 | Mar. 01, 2021 | Mar. 08, 2018 | Apr. 30, 2020 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Interest Expense, Debt, Total | $ 53,000 | $ 234,000 | |||||||||
Repayments of Long-term Lines of Credit | 26,000 | 37,000 | |||||||||
Debt Conversion, Original Debt, Amount | 0 | $ 328,000 | |||||||||
Convertible Note, Maturing August 12, 2021 [Member] | |||||||||||
Repayments of Convertible Debt | $ 178,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 1,272,321 | ||||||||||
Convertible Debt, Total | $ 228,000 | ||||||||||
Convertible Note, Maturing August 9, 2021 [Member] | |||||||||||
Repayments of Convertible Debt | $ 600,000 | ||||||||||
Line of Credit, Maturing September 1, 2019 [Member] | |||||||||||
Repayments of Long-term Lines of Credit | 50,000 | ||||||||||
Long-term Line of Credit, Total | 0 | ||||||||||
Promissory Note, Maturing on April 20, 2021 [Member] | Conversion of Debt into Shares of Common Stock [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 400,000 | ||||||||||
Promissory Note, Maturing on April 20, 2021 [Member] | Conversion of Debt Accrued Interest into Shares of Common Stock [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 9,994 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 48,706 | ||||||||||
Note Payable, Maturing March 8, 2023 [Member] | |||||||||||
Proceeds from Notes Payable, Total | $ 50,000 | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.16 | ||||||||||
Paycheck Protection Program CARES Act [Member] | ONM [Member] | |||||||||||
Extinguishment of Debt, Amount | $ 174,000 | ||||||||||
Proceeds from Issuance of Debt | $ 217,243 | ||||||||||
Paycheck Protection Program CARES Act [Member] | BELST [Member] | |||||||||||
Proceeds from Issuance of Debt | $ 97,000 | ||||||||||
Paycheck Protection Program CARES Act [Member] | Clyra Medical [Member] | |||||||||||
Proceeds from Issuance of Debt | $ 43,000 | ||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||
Convertible Debt, Total | $ 50,000 | ||||||||||
Economic Injury Disaster Loan [Member] | ONM [Member] | |||||||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||||
Debt Instrument, Periodic Payment, Total | $ 800 |
Note 4 - Debt Obligations - Sch
Note 4 - Debt Obligations - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
SBA EIDL Loan, matures July 2053, current portion | $ 100 | $ 314 |
Debt discount, net of amortization | (3) | 0 |
Total current portion of debt | 100 | 314 |
Long-term debt | 237 | 180 |
Debt discount, net of amortization | 0 | (20) |
Total | 337 | 494 |
Paycheck Protection Program CARES Act [Member] | ||
SBA Paycheck Protection Program loan | 43 | 314 |
SBA Paycheck Protection Program loans, matures May 2025 | 97 | 0 |
Convertible Note, Maturing On March 1, 2023 [Member] | ||
Convertible notes | 50 | 0 |
Long-term debt | 0 | 50 |
Economic Injury Disaster Loan [Member] | ||
SBA EIDL Loan, matures July 2053, current portion | 10 | 0 |
Long-term debt | $ 140 | $ 150 |
Note 5 - Share-based Compensa_3
Note 5 - Share-based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 22, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 22, 2018 | Sep. 07, 2017 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2022 | |
Stock Issued During Period, Value, Issued for Services | $ 291,000 | $ 367,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,617,000 | $ 4,882,000 | |||||||||||||
Share Price (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 40,000,000 | 48,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Per Year (in shares) | 2,000,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 6,322,233 | 4,320,617 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.22 | $ 0.19 | |||||||||||||
The 2007 Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||||
Non Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 571,358 | 169,624 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.19 | ||||||||||||||
Clyra Medical [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | $ 310 | $ 310 | $ 310 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 161 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,829 | 2,594 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 40.24 | $ 1 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Clyra Medical [Member] | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 408,000 | $ 564,000 | |||||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||||||
Share-Based Payment Arrangement, Expense | 2,071,000 | 1,872,000 | |||||||||||||
Common Stock Issued for Accrued Interest Due on Promissory Note [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.19 | $ 0.19 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 81,777 | ||||||||||||||
Officer [Member] | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 120,000 | $ 46,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 268,330 | 263,895 | 15,000 | 61,842 | 137,364 | 532,225 | 214,206 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.27 | $ 0.18 | $ 0.21 | $ 0.19 | $ 0.23 | $ 0.21 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Minimum Cash Amount Receipt | $ 3,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Minimum Revenue Required | 3,000,000 | ||||||||||||||
Consultants [Member] | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 171,000 | $ 282,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 642,041 | 110,498 | 76,996 | 86,752 | 348,772 | 586,963 | 367,403 | 610,123 | 916,287 | 1,913,261 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.20 | $ 0.27 | $ 0.18 | $ 0.23 | $ 0.21 | $ 0.19 | $ 0.16 | $ 0.23 | $ 0.16 | $ 0.21 | |||||
Employees, Consultants, Officers, and Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 6,322,233 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 1,329,000 | ||||||||||||||
CFO and President [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 495,135 | ||||||||||||||
Chief Financial Officer [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 300,000 | 300,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 68,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.24 | $ 0.17 | |||||||||||||
Term Extension (Year) | 1 year | ||||||||||||||
Share-based Compensation Arrangement By Share-based Payment Award, Options Grants Per Month, Gross (in shares) | 25,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 25,000 | ||||||||||||||
President [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 97,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.23 | ||||||||||||||
Board Of Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 401,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,861,456 | ||||||||||||||
Board Of Directors [Member] | 2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.18 | ||||||||||||||
Board Of Directors [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.27 | ||||||||||||||
Employees [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 608,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,933,901 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | ||||||||||||||
Employees [Member] | 2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.18 | ||||||||||||||
Employees [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.27 | ||||||||||||||
Employees and Consultants [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 155,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 731,741 | ||||||||||||||
Employees and Consultants [Member] | Clyra Medical [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||||
Vendors [Member] | Non Plan [Member] | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 109,000 | $ 34,000 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 571,358 | 169,624 | |||||||||||||
Vendors [Member] | Non Plan [Member] | Minimum [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | 0.17 | $ 0.17 | $ 0.17 | ||||||||||||
Vendors [Member] | Non Plan [Member] | Maximum [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.23 | $ 0.27 | $ 0.23 |
Note 5 - Share-based Compensa_4
Note 5 - Share-based Compensation - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
2018 Equity Incentive Plan [Member] | |||
Options outstanding, balance (in shares) | 23,186,142 | 18,865,525 | |
Balance (in dollars per share) | $ 0.19 | $ 0.19 | |
Options granted (in shares) | 6,322,233 | 4,320,617 | |
Granted (in dollars per share) | $ 0.22 | $ 0.19 | |
Options Exercised (in shares) | (290,243) | ||
Exercised (in dollars per share) | $ 0.16 | ||
Options expired (in shares) | (733,583) | ||
Expired (in dollars per share) | $ 0.33 | ||
Options outstanding, balance (in shares) | 28,484,549 | 23,186,142 | |
Balance (in dollars per share) | $ 0.19 | $ 0.19 | |
Options Non-vested (in shares) | (3,746,708) | ||
Non-vested (in dollars per share) | $ 0.19 | ||
Options Vested (in shares) | 24,737,841 | ||
Vested, December 31, 2022 (in dollars per share) | $ 0.19 | ||
Vested, December 31, 2022 | [1] | $ 596,000 | |
2018 Equity Incentive Plan [Member] | Minimum [Member] | |||
Exercise price per share, balance (in dollars per share) | $ 0.12 | 0.12 | |
Exercise price per share, granted (in dollars per share) | 0.18 | 0.13 | |
Exercise price per share, Exercised (in dollars per share) | 0.13 | ||
Exercise price per share, Expired (in dollars per share) | 0.12 | ||
Exercise price per share, balance (in dollars per share) | 0.12 | 0.12 | |
Exercise price per share, Non-vested (in dollars per share) | 0.18 | ||
Exercise price per share, Vested (in dollars per share) | 0.12 | ||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||
Exercise price per share, balance (in dollars per share) | 0.43 | 0.43 | |
Exercise price per share, granted (in dollars per share) | 0.27 | 0.23 | |
Exercise price per share, Exercised (in dollars per share) | 0.23 | ||
Exercise price per share, Expired (in dollars per share) | 0.40 | ||
Exercise price per share, balance (in dollars per share) | 0.43 | $ 0.43 | |
Exercise price per share, Non-vested (in dollars per share) | 0.27 | ||
Exercise price per share, Vested (in dollars per share) | $ 0.43 | ||
The 2007 Equity Incentive Plan [Member] | |||
Options outstanding, balance (in shares) | 2,879,246 | 5,689,363 | |
Balance (in dollars per share) | $ 0.49 | $ 0.44 | |
Options expired (in shares) | (975,161) | (2,810,117) | |
Expired (in dollars per share) | $ 0.36 | $ 0.38 | |
Options outstanding, balance (in shares) | 1,904,085 | 2,879,246 | |
Balance (in dollars per share) | $ 0.56 | $ 0.49 | |
The 2007 Equity Incentive Plan [Member] | Minimum [Member] | |||
Balance (in dollars per share) | 0.23 | 0.23 | |
Expired (in dollars per share) | 0.35 | 0.34 | |
Balance (in dollars per share) | 0.23 | 0.23 | |
The 2007 Equity Incentive Plan [Member] | Maximum [Member] | |||
Balance (in dollars per share) | 0.94 | 0.94 | |
Expired (in dollars per share) | 0.40 | 0.51 | |
Balance (in dollars per share) | $ 0.94 | $ 0.94 | |
Non Plan [Member] | |||
Options outstanding, balance (in shares) | 20,119,207 | 20,749,583 | |
Balance (in dollars per share) | $ 0.41 | ||
Options granted (in shares) | 571,358 | 169,624 | |
Granted (in dollars per share) | $ 0.19 | ||
Options expired (in shares) | (1,666,736) | (800,000) | |
Expired (in dollars per share) | $ 0.31 | $ 1 | |
Options outstanding, balance (in shares) | 19,023,829 | 20,119,207 | |
Options Non-vested (in shares) | (507,500) | ||
Non-vested (in dollars per share) | $ 0.45 | ||
Options Vested (in shares) | 18,516,329 | ||
Vested, December 31, 2022 (in dollars per share) | $ 0.39 | ||
Vested, December 31, 2022 | $ 77,000 | ||
Non Plan [Member] | Minimum [Member] | |||
Exercise price per share, balance (in dollars per share) | $ 0.12 | $ 0.12 | |
Exercise price per share, granted (in dollars per share) | 0.17 | 0.17 | |
Exercise price per share, Expired (in dollars per share) | 0.30 | 1 | |
Exercise price per share, balance (in dollars per share) | 0.12 | ||
Exercise price per share, Non-vested (in dollars per share) | 0.45 | ||
Exercise price per share, Vested (in dollars per share) | 0.12 | ||
Non Plan [Member] | Maximum [Member] | |||
Exercise price per share, balance (in dollars per share) | 0.83 | 1 | |
Balance (in dollars per share) | 0.39 | ||
Exercise price per share, granted (in dollars per share) | 0.27 | 0.23 | |
Exercise price per share, Expired (in dollars per share) | 0.40 | ||
Exercise price per share, balance (in dollars per share) | 0.83 | ||
Balance (in dollars per share) | 0.39 | $ 0.39 | |
Exercise price per share, Vested (in dollars per share) | $ 0.83 | ||
[1]Aggregate intrinsic value based on closing common stock price of $0.20 at December 31, 2022. |
Note 6 - Warrants (Details Text
Note 6 - Warrants (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 01, 2021 | |
Share Price (in dollars per share) | $ 0.20 | $ 0.20 | ||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 1,283,333 | |||
Proceeds from Issuance of Warrants | $ 164,000 | |||
Note Payable, Maturing March 8, 2023 [Member] | ||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | ||
Debt Instrument, Term (Year) | 2 years | |||
Six-month Warrants in Connection With the 2020 Unit Offering [Member] | ||||
Warrants and Rights Outstanding, Term (Year) | 6 months | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 5,435,996 | 13,568,524 | ||
Six-month Warrants in Connection With the 2020 Unit Offering [Member] | Minimum [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.14 | $ 0.19 | ||
Six-month Warrants in Connection With the 2020 Unit Offering [Member] | Maximum [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.23 | $ 0.26 | ||
Five-year Warrants in Connection With the 2020 Unit Offering [Member] | ||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 5,435,996 | 13,568,524 | ||
Five-year Warrants in Connection With the 2020 Unit Offering [Member] | Minimum [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.16 | $ 0.24 | ||
Five-year Warrants in Connection With the 2020 Unit Offering [Member] | Maximum [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.29 | $ 0.33 | ||
Warrants Issued in Connection with Conversion of Interest on Note Payable Maturing March 8, 2023 [Member] | ||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 225,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.16 | |||
Warrants and Rights Outstanding | $ 35,000 |
Note 6 - Warrants - Warrants Ou
Note 6 - Warrants - Warrants Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, outstanding (in shares) | 36,765,562 | 32,980,989 |
Granted (in shares) | 27,137,048 | 11,096,992 |
Exercised (in shares) | 0 | (1,283,333) |
Exercised, price range (in dollars per share) | ||
Expired (in shares) | (14,879,152) | (6,029,086) |
Exercised (in shares) | 0 | 1,283,333 |
Balance, outstanding (in shares) | 49,023,398 | 36,765,562 |
Balance, aggregate intrinsic value | $ 691,000 | |
Minimum [Member] | ||
Balance, outstanding, price range (in dollars per share) | $ 0.13 | $ 0.13 |
Granted, price range (in dollars per share) | 0.12 | 0.12 |
Exercised, price range (in dollars per share) | 0.12 | |
Expired, price range (in dollars per share) | 0.12 | 0.12 |
Balance, outstanding, price range (in dollars per share) | 0.13 | 0.13 |
Maximum [Member] | ||
Balance, outstanding, price range (in dollars per share) | 1 | 1 |
Granted, price range (in dollars per share) | 0.14 | 0.14 |
Exercised, price range (in dollars per share) | 0.14 | |
Expired, price range (in dollars per share) | 0.48 | 0.70 |
Balance, outstanding, price range (in dollars per share) | 1 | 1 |
Weighted Average [Member] | ||
Balance, outstanding, price range (in dollars per share) | 0.27 | 0.29 |
Granted, price range (in dollars per share) | 0.23 | 0.21 |
Exercised, price range (in dollars per share) | 0.13 | |
Expired, price range (in dollars per share) | 0.24 | 0.30 |
Balance, outstanding, price range (in dollars per share) | $ 0.26 | $ 0.27 |
Note 6 - Warrants - Assumptions
Note 6 - Warrants - Assumptions Used to Determine Fair Value of Warrants (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 0.0071 | |
Measurement Input, Price Volatility [Member] | ||
Risk free interest rate | 0.40 | 1 |
Measurement Input, Expected Term [Member] | ||
Risk free interest rate | 3 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 0.0369 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Risk free interest rate | 5 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 0.0388 | |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Risk free interest rate | 5 |
Note 7 - Accounts Payable and_3
Note 7 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable | $ 717 | $ 350 |
Accrued payroll | 198 | 184 |
Accrued interest | 25 | 25 |
Total | 940 | 559 |
Corporate, Non-Segment [Member] | ||
Accounts payable | 187 | 156 |
Accrued payroll | 20 | 37 |
Accrued interest | 25 | 25 |
Total | ||
Operating Segments [Member] | Odor-No-More [Member] | ||
Accounts payable | 486 | 72 |
Accrued payroll | 58 | 53 |
Accrued interest | 0 | 0 |
Total | ||
Operating Segments [Member] | BLEST [Member] | ||
Accounts payable | 7 | 73 |
Accrued payroll | 120 | 94 |
Accrued interest | 0 | 0 |
Total | ||
Operating Segments [Member] | BioLargo Water [Member] | ||
Accounts payable | 119 | 96 |
Accrued payroll | 0 | 0 |
Accrued interest | 0 | 0 |
Total | ||
Consolidation, Eliminations [Member] | ||
Accounts payable | (82) | (47) |
Accrued payroll | 0 | 0 |
Accrued interest | 0 | 0 |
Total |
Note 8 - Provision for Income_2
Note 8 - Provision for Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Net Operating Loss Carryforward Expiration Term (Year) | 20 years |
Valuation Allowance Percentage | 100% |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards, Total | $ 101,000,000 |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | |
Operating Loss Carryforwards, Total | $ 54,000,000 |
Note 9 - In-process Research _3
Note 9 - In-process Research and Development; Impairment Expense (Details Textual) - USD ($) | 12 Months Ended | ||||||
Mar. 03, 2022 | Dec. 31, 2020 | Sep. 26, 2018 | Dec. 30, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 3,023,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 291,000 | 367,000 | |||||
Asset Impairment Charges, Total | 197,000 | 342,000 | |||||
In Process Research and Development [Member] | |||||||
Finite-Lived Intangible Assets, Net, Ending Balance | $ 2,150,000 | ||||||
Clyra Medical [Member] | |||||||
Revenues, Total | $ 200,000 | ||||||
Clyra Medical [Member] | Beach House Consulting, LLC [Member] | |||||||
Consulting Services, Monthly Payment | $ 23,000 | ||||||
Consulting Services, Period of Services (Year) | 4 years | ||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 3,639 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 788,000 | ||||||
Consulting Services, Three Consecutive Month Average Revenue Threshold for Consulting Fees to Accrue | $ 250,000 | ||||||
Asset Impairment Charges, Total | $ 197,000 | 197,000 | |||||
Scion Acquisition [Member] | Clyra Medical [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 21,000 | ||||||
Business Combination, Common Stock Accepted (in shares) | 2,000,000 | ||||||
Debt Instrument, Decrease, Forgiveness | $ 305,000 | ||||||
Treasury Stock, Common, Shares (in shares) | 5,142,858 | ||||||
Scion Acquisition [Member] | Clyra Medical [Member] | Noncompete Agreements [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | ||||||
Scion Acquisition [Member] | Clyra Medical [Member] | Promissory Note [Member] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||
Repayments of Long-Term Debt, Total | $ 243,000 | ||||||
Debt Instrument, Decrease, Forgiveness, Principal Outstanding | $ 1,007,000 | ||||||
Debt Instrument, Decrease, Forgiveness, Interest | $ 133,000 | ||||||
Scion Acquisition [Member] | Clyra Medical [Member] | Clyra Acquisition, Common Stock [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 10,000 | ||||||
Scion Acquisition [Member] | Clyra Medical [Member] | Clyra Acquisition, Common Stock Redeemable for BioLargo Common Shares [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 7,142,858 | 6,200 | |||||
Business Combination, Shares Acquired (in shares) | 12,755 | ||||||
Stock Redeemed Upon Vesting of 10,000 Clyra Acquisition Shares, Shares (in shares) | 10,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,150,000 | ||||||
Common Stock, Redeemable, Issuer Option, Shares (in shares) | 2,200 | ||||||
Common Stock, Shares Issued upon Redemption (in shares) | 1,428,571 | 1,428,571 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Earned (in shares) | 5,000,000 | ||||||
Scion Acquisition [Member] | Clyra Medical [Member] | Clyra Acquisition, Newly Vested Common Stock for BioLargo Common Shares [Member] | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 257,000 |
Note 9 - In-process Research _4
Note 9 - In-process Research and Development; Impairment Expense - Summary of Impairment Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Impairment Charges, Total | $ 197,000 | $ 342,000 |
Impairment expense | $ (197,000) | (342,000) |
Corporate Segment [Member] | ||
Asset Impairment Charges, Total | 2,150,000 | |
Impairment expense | (2,150,000) | |
Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 1,808,000 | |
Impairment expense | (1,808,000) | |
In Process Research and Development [Member] | ||
Asset Impairment Charges, Total | (2,150,000) | |
Impairment expense | 2,150,000 | |
In Process Research and Development [Member] | Corporate Segment [Member] | ||
Asset Impairment Charges, Total | (2,150,000) | |
Impairment expense | 2,150,000 | |
In Process Research and Development [Member] | Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 0 | |
Impairment expense | 0 | |
Debt Obligations [Member] | ||
Asset Impairment Charges, Total | 1,007,000 | |
Impairment expense | (1,007,000) | |
Debt Obligations [Member] | Corporate Segment [Member] | ||
Asset Impairment Charges, Total | 0 | |
Impairment expense | 0 | |
Debt Obligations [Member] | Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 1,007,000 | |
Impairment expense | (1,007,000) | |
Accounts Payable and Accrued Interest [Member] | ||
Asset Impairment Charges, Total | 458,000 | |
Impairment expense | (458,000) | |
Accounts Payable and Accrued Interest [Member] | Corporate Segment [Member] | ||
Asset Impairment Charges, Total | 0 | |
Impairment expense | 0 | |
Accounts Payable and Accrued Interest [Member] | Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 458,000 | |
Impairment expense | (458,000) | |
Liability to Scion Shareholders [Member] | ||
Asset Impairment Charges, Total | 540,000 | |
Impairment expense | (540,000) | |
Liability to Scion Shareholders [Member] | Corporate Segment [Member] | ||
Asset Impairment Charges, Total | 0 | |
Impairment expense | 0 | |
Liability to Scion Shareholders [Member] | Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 540,000 | |
Impairment expense | (540,000) | |
Other Asset, Prepaid Marketing [Member] | ||
Asset Impairment Charges, Total | 197,000 | |
Impairment expense | (197,000) | |
Other Asset, Prepaid Marketing [Member] | Corporate Segment [Member] | ||
Asset Impairment Charges, Total | 0 | |
Impairment expense | 0 | |
Other Asset, Prepaid Marketing [Member] | Clyra Medical [Member] | ||
Asset Impairment Charges, Total | 197,000 | |
Impairment expense | $ (197,000) |
Note 10 - Noncontrolling Inte_3
Note 10 - Noncontrolling Interest - Clyra Medical (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Dec. 20, 2022 | Mar. 02, 2022 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 08, 2022 | Dec. 31, 2020 | |
Stock Issued During Period, Value, Commitment Fee | $ 0 | |||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 | ||||||
Stock Issued During Period, Value, New Issues | $ 3,617,000 | $ 4,882,000 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 225,000 | $ 0 | ||||||
Clyra Medical [Member] | ||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 91,149 | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 161 | |||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | |||||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | $ 310 | $ 310 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 15,833 | 14,004 | 11,411 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 40.24 | $ 1 | ||||||
Clyra Medical [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Payment Arrangement, Expense | $ 408,000 | $ 564,000 | ||||||
Clyra Medical [Member] | Employees and Consultants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,829 | 2,594 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||||
Clyra Medical [Member] | Employees and Consultants [Member] | Options With the Exercise Price of 1 Dollar [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,597 | |||||||
Clyra Medical [Member] | Employees and Consultants [Member] | The Remaining Options [Member] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 310 | |||||||
Clyra Medical [Member] | Employees and Consultants [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount Rate | 30% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.32% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 40% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) | 10 years | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 3.83% | |||||||
Clyra Medical [Member] | Vendors and Employees [Member] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1 | |||||||
Clyra Medical [Member] | Vendors and Employees [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Payment Arrangement, Expense | $ 564,000 | $ 408,000 | ||||||
Clyra Medical [Member] | Warrants Issued in Conjunction With the Sale of Series A Preferred Stock [Member] | ||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||
Warrants and Rights Outstanding | $ 55,000 | |||||||
Clyra Medical [Member] | Shares Issued for Debt Owed to Biolargo [Member] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 633,091 | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 2,032 | |||||||
Clyra Medical [Member] | Series A Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 2,075 | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 725 | |||||||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 225,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 15% | |||||||
Clyra Medical [Member] | Revolving Credit Facility [Member] | Vernal Bay Capital Group, LLC [Member] | Inventory Line of Credit [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||||||
Proceeds from Lines of Credit, Total | 260,000 | |||||||
Repayments of Lines of Credit | $ 99,000 | |||||||
Line of Credit Facility, Covenant, Additional Draws, Maximum Percentage of Total Principal Outstanding Allowed | 50% | |||||||
Line of Credit Facility, Covenant, Additional Draws, Minimum Amount Allowed | $ 200,000 | |||||||
Debt Instrument, Term (Year) | 1 year | |||||||
Line of Credit Facility, Monthly Percentage of Gross Product Sales Required to be Used as Payment of Debt on First 180 Days | 30% | |||||||
Line of Credit Facility, Monthly Percentage of Gross Product Sales Required to be Used as Payment of Debt after the First 180 Days | 60% | |||||||
Stock Issued During Period, Shares, Commitment Fee (in shares) | 322 | 322 | ||||||
Stock Issued During Period, Value, Commitment Fee | $ 70,000 | |||||||
Debt Instrument, Percentage of Principal Payment, Cap | 15% | |||||||
Long-term Line of Credit, Total | $ 161,000 | $ 187,000 | ||||||
Clyra Medical [Member] | Notes Payable, Other Payables [Member] | ||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
Debt Instrument, Convertible, Sale of Stock Amount | $ 5,000,000 | |||||||
Debt Instrument, Convertible, Conversion Percentage | 70% | |||||||
Clyra Medical Technologies [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 58% | |||||||
Clyra Medical [Member] | Common Stock [Member] | ||||||||
Investment Owned, Balance, Shares (in shares) | 52,601 | |||||||
Clyra Medical [Member] | Preferred Stock, Series A [Member] | ||||||||
Investment Owned, Balance, Shares (in shares) | 1,349 |
Note 10 - Noncontrolling Inte_4
Note 10 - Noncontrolling Interest - Clyra Medical - Common Shares Outstanding (Details) - Clyra Medical [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options outstanding, balance (in shares) | 14,004 | 11,411 |
Balance (in dollars per share) | $ 1 | $ 1 |
Options granted (in shares) | 1,829 | 2,594 |
Granted (in dollars per share) | $ 40.24 | $ 1 |
Options outstanding, balance (in shares) | 15,833 | 14,004 |
Balance (in dollars per share) | $ 5.53 | $ 1 |
Maximum [Member] | ||
Balance, Exercise Price Range (in shares) | 1 | 1 |
Granted, Exercise Price (in dollars per share) | $ 310 | $ 1 |
Balance, Exercise Price Range (in shares) | 310 | 1 |
Minimum [Member] | ||
Granted, Exercise Price (in dollars per share) | $ 1 | |
Balance, Exercise Price Range (in shares) | 1 |
Note 10 - Noncontrolling Inte_5
Note 10 - Noncontrolling Interest - Clyra Medical - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable | $ 717,000 | $ 350,000 |
Accrued payroll | 198,000 | 184,000 |
Accrued interest | 25,000 | 25,000 |
Accounts payable and accrued expenses, total | 940,000 | 559,000 |
Clyra Medical [Member] | ||
Accounts payable | 186 | 149 |
Accrued payroll | 45 | 30 |
Accrued interest | 7 | 51 |
Accounts payable and accrued expenses, total | $ 238 | $ 230 |
Note 11 - BioLargo Engineerin_2
Note 11 - BioLargo Engineering, Science and Technologies, LLC (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 25 Months Ended | |||
Nov. 04, 2019 | Jan. 30, 2021 | Sep. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense, Total | $ 2,071,000 | $ 1,872,000 | ||||
Percentage of Profits Interests Vested | 2.50% | 3.75% | ||||
Percentage of Option to Purchase Shares of Common Stock | 10% | 15% | ||||
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | ||||||
Deferred Compensation Arrangement with Individual, Requisite Service Period (Year) | 5 years | |||||
Potential Ownership Percentage of Subsidiary Held by Subsidiary Employees Based on Performance | 30% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 175,000 | 262,500 | 1,242,500 | 525,000 | ||
Incentive Issuance Stipulations for Subsidiary Employees, Accounts Receivable Collected by Year One of Operation | 90% | |||||
Incentive Issuance Stipulations for Subsidiary Employees, Profit Earned in Year One of Operation | 10% | |||||
Percentage of Profits Interests Vested | 17.75% | 11.25% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 44,000 | $ 65,000 | $ 135,000 | $ 65,000 | ||
Seven Employees Working at BioLargo Engineering, Science & Technologies, LLC [Member] | Non-Qualified Stock Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,750,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||||
Share-based Payment Arrangement, Noncash Expense, Total | $ 0 | |||||
BioLargo Engineering, Science & Technologies, LLC [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | 82% |
Note 12 - Business Segment In_3
Note 12 - Business Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2022 | |
Number of Operating Segments | 4 |
Note 12 - Business Segment In_4
Note 12 - Business Segment Information - Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 19, 2019 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 5,884,000 | $ 2,531,000 | |
Research and development | (1,319,000) | (1,367,000) | |
Operating loss | (5,390,000) | (6,778,000) | |
Interest expense | (53,000) | (234,000) | |
Net loss | (5,132,000) | (6,894,000) | |
Net loss | 5,132,000 | 6,894,000 | |
Tangible assets | 3,958,000 | 2,522,000 | |
Operating Lease, Right-of-Use Asset | 867,000 | 453,000 | $ 399,000 |
Investment in South Korean joint venture | 33,000 | 48,000 | |
Total | 4,858,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 3,023,000 | ||
Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 33,000 | 48,000 | |
Corporate, Non-Segment [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 5,000 | 7,000 | |
Research and development | (674,000) | (1,001,000) | |
Operating loss | (3,971,000) | (5,688,000) | |
Interest expense | (24,000) | (118,000) | |
Net loss | (3,995,000) | (5,781,000) | |
Net loss | 3,995,000 | 5,781,000 | |
Tangible assets | 669,000 | 555,000 | |
Operating Lease, Right-of-Use Asset | 136,000 | 222,000 | |
Total | 838,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 825,000 | ||
Corporate, Non-Segment [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 33,000 | 48,000 | |
Operating Segments [Member] | Odor-No-More [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 4,374,000 | 1,419,000 | |
Operating loss | 1,130,000 | (511,000) | |
Net loss | (1,304,000) | 511,000 | |
Net loss | 1,304,000 | (511,000) | |
Tangible assets | 2,064,000 | 451,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 2,064,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 451,000 | ||
Operating Segments [Member] | Odor-No-More [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 0 | 0 | |
Operating Segments [Member] | Clyra Medical [Member] | |||
Tangible assets | 631,000 | 816,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 631,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 816,000 | ||
Operating Segments [Member] | Clyra Medical [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 0 | 0 | |
Operating Segments [Member] | BLEST [Member] | |||
Tangible assets | 441,000 | 595,000 | |
Operating Lease, Right-of-Use Asset | 731,000 | 231,000 | |
Total | 1,172,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 433,000 | ||
Operating Segments [Member] | BLEST [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 0 | 0 | |
Operating Segments [Member] | BioLargo Water [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,000 | 12,000 | |
Research and development | (565,000) | (486,000) | |
Operating loss | (714,000) | (616,000) | |
Net loss | (604,000) | (566,000) | |
Net loss | 604,000 | 566,000 | |
Tangible assets | 194,000 | 152,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 194,000 | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 152,000 | ||
Operating Segments [Member] | BioLargo Water [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 0 | 0 | |
Operating Segments [Member] | BioLargo Engineering, Science & Technologies, LLC [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,943,000 | 1,635,000 | |
Research and development | (469,000) | (488,000) | |
Operating loss | (452,000) | (629,000) | |
Net loss | (425,000) | (629,000) | |
Net loss | 425,000 | 629,000 | |
Operating Segments [Member] | Clyra Segment [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 56,000 | 139,000 | |
Research and development | (110,000) | (66,000) | |
Operating loss | (1,383,000) | 666,000 | |
Interest expense | (29,000) | (116,000) | |
Net loss | (1,412,000) | 593,000 | |
Net loss | 1,412,000 | (593,000) | |
Consolidation, Eliminations [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | (495,000) | (681,000) | |
Research and development | 499,000 | 674,000 | |
Tangible assets | (41,000) | (47,000) | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | (41,000) | ||
Finite-Lived Intangible Assets, Net, Ending Balance | (47,000) | ||
Consolidation, Eliminations [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | $ 0 | $ 0 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jan. 19, 2019 | |
Operating Lease, Expense | $ 316,000 | $ 288,000 | ||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 9 years | |||
Operating Lease, Right-of-Use Asset | $ 867,000 | $ 453,000 | $ 399,000 | |
Lessee, Operating Lease, Discount Rate | 18% | |||
Lessee, Operating Lease, Liability, to be Paid, Total | $ 1,793,000 | |||
Operating Lease, Liability, Total | $ 870,000 | |||
Westminster, California Facility Lease [Member] | ||||
Lessee, Operating Lease, Renewal Term (Year) | 4 years | |||
Oak Ridge, Tennessee Facility Lease [Member] | ||||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 10 years | |||
Operating Lease, Right-of-Use Asset | $ 443,000 | |||
Operating Lease, Liability, Total | $ 443,000 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Minimum Lease Payments (Details) | Dec. 31, 2022 USD ($) |
December 31, 2023 | $ 269,000 |
December 31, 2024 | 224,000 |
December 31, 2025 | 157,000 |
December 31, 2026 | 160,000 |
December 31, 2027 | 161,000 |
Thereafter | 822,000 |
Total minimum lease payments | 1,793,000 |
BioLargo/ONM Lease [Member] | |
December 31, 2023 | 118,000 |
December 31, 2024 | 70,000 |
Total minimum lease payments | 188,000 |
BLEST Lease [Member] | |
December 31, 2023 | 151,000 |
December 31, 2024 | 154,000 |
December 31, 2025 | 157,000 |
December 31, 2026 | 160,000 |
December 31, 2027 | 161,000 |
Thereafter | 822,000 |
Total minimum lease payments | $ 1,605,000 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Mar. 21, 2023 | Jan. 09, 2023 | Dec. 20, 2022 | Mar. 29, 2023 | Dec. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 06, 2023 | Jan. 01, 2023 | Mar. 31, 2021 | Mar. 01, 2021 | |
Proceeds from Issuance of Common Stock | $ 3,617,000 | $ 4,882,000 | |||||||||
Share Price (in dollars per share) | $ 0.20 | $ 0.20 | |||||||||
Note Payable, Maturing March 8, 2023 [Member] | |||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||
Warrants Issued with 2020 Unit Offering [Member] | Minimum [Member] | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 6 months | 6 months | |||||||||
Warrants Issued with 2020 Unit Offering [Member] | Maximum [Member] | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | |||||||||
Clyra Medical [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 161 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | $ 310 | $ 310 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,829 | 2,594 | |||||||||
Series A Preferred Stock [Member] | Clyra Medical [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 725 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | ||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,011,701 | 6,011,701 | 24,255,920 | ||||||||
Proceeds from Issuance of Common Stock | $ 1,253,000 | $ 1,253,000 | $ 4,018,000 | ||||||||
Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,500,000 | ||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 694,640 | ||||||||||
Subsequent Event [Member] | Conversion of Clyra Medical Stock Into Biolargo Common Stock [Member] | |||||||||||
Conversion of Stock, Shares Converted (in shares) | 322 | ||||||||||
Conversion of Stock, Shares Issued (in shares) | 527,983 | ||||||||||
Conversion of Stock, Conversion Price (in dollars per share) | $ 0.1894 | ||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||
Engagement Extension, Term (Year) | 1 year | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Per Month (in shares) | 25,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 300,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 25,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expected to Vest, Monthly, Number of Shares (in shares) | 25,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | ||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||||||
Subsequent Event [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 96.80% | ||||||||||
Subsequent Event [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 350,000 | ||||||||||
Share Price (in dollars per share) | $ 2 | ||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 700,000 | ||||||||||
Subsequent Event [Member] | Warrants Expiring Six Month After Investment Date [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 3,500,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.228 | ||||||||||
Subsequent Event [Member] | Warrants Expiring Six Month After Investment Date [Member] | Minimum [Member] | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 6 months | ||||||||||
Subsequent Event [Member] | Warrants Issued with 2020 Unit Offering [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.285 | ||||||||||
Subsequent Event [Member] | Warrants Issued with 2020 Unit Offering [Member] | Maximum [Member] | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||
Subsequent Event [Member] | Warrants Expiring Five Years After Investment Date [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,787,579 | ||||||||||
Subsequent Event [Member] | Warrants Issued to Holder of a 50,000 Note [Member] | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.21 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 200,000 | ||||||||||
Subsequent Event [Member] | Clyra Medical [Member] | Warrant [Member] | |||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | ||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | ||||||||||
Subsequent Event [Member] | Biolargo [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] | |||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 100,000 | ||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Clyra Medical [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 726 | ||||||||||
Preferred Stock, Shares Subscribed but Unissued, Subscriptions Receivable | $ 225,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | ||||||||||
Subsequent Event [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 545,402 | ||||||||||
Proceeds from Issuance of Common Stock | $ 105,000 |