Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
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 | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 284,690,284 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,264,000 | $ 1,851,000 |
Accounts receivable, net of allowance | 1,380,000 | 1,064,000 |
Inventories, net of allowance | 135,000 | 120,000 |
Prepaid expenses and other current assets | 95,000 | 118,000 |
Total current assets | 4,874,000 | 3,153,000 |
Equipment, net of depreciation | 391,000 | 287,000 |
Other non-current assets | 124,000 | 124,000 |
Investment in South Korean joint venture | 27,000 | 33,000 |
Right of use, operating lease, net of amortization | 837,000 | 867,000 |
Clyra Medical prepaid marketing | 394,000 | 394,000 |
Total assets | 6,647,000 | 4,858,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,224,000 | 940,000 |
Debt obligations | 66,000 | 100,000 |
Deferred revenue | 21,000 | 17,000 |
Lease liability | 97,000 | 97,000 |
Deposits | 113,000 | 184,000 |
Total current liabilities | 1,799,000 | 1,576,000 |
Long-term liabilities: | ||
Debt obligations, net of current | 302,000 | 237,000 |
Lease liability, net of current | 747,000 | 773,000 |
Total long-term liabilities | 1,296,000 | 1,271,000 |
Total liabilities | 3,095,000 | 2,847,000 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Series A, $0.00067 Par Value, 50,000,000 Shares Authorized, -0- Shares Issued and Outstanding, at March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.00067 Par Value, 550,000,000 Shares Authorized, 284,122,581 and 278,462,706 Shares Issued, at March 31, 2023 and December 31, 2022, respectively | 190,000 | 186,000 |
Additional paid-in capital | 150,191,000 | 148,435,000 |
Accumulated deficit | (143,841,000) | (143,594,000) |
Accumulated other comprehensive loss | (155,000) | (149,000) |
Total BioLargo Inc. and subsidiaries stockholders’ equity | 6,385,000 | 4,878,000 |
Non-controlling interest | (2,833,000) | (2,867,000) |
Total stockholders’ equity | 3,552,000 | 2,011,000 |
Total liabilities and stockholders’ equity | 6,647,000 | 4,858,000 |
Entities, Excluding Partially Owned Subsidiary [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | 1,224,000 | 940,000 |
Partially Owned Subsidiary [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | 278,000 | 238,000 |
Long-term liabilities: | ||
Debt obligations, net of current | $ 247,000 | $ 261,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 284,122,581 | 278,462,706 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 3,742,000 | $ 965,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | (1,932,000) | (444,000) |
Gross profit | 1,810,000 | 521,000 |
Operating expenses: | ||
Selling, general and administrative expenses | 1,722,000 | 1,839,000 |
Research and development | 565,000 | 392,000 |
Total operating expenses | 2,287,000 | 2,231,000 |
Operating loss | (477,000) | (1,710,000) |
Other income (expense): | ||
PPP forgiveness | 0 | 174,000 |
Grant income | 31,000 | 5,000 |
Interest expense | (48,000) | (13,000) |
Total other (expense) income | (17,000) | 166,000 |
Net loss | (494,000) | (1,544,000) |
Net (loss) income attributable to noncontrolling interest | (247,000) | 108,000 |
Net loss attributable to common stockholders | $ (247,000) | $ (1,652,000) |
Net loss per share attributable to common stockholders: | ||
Loss per share attributable to stockholders – basic and diluted (in dollars per share) | $ (0.0009) | $ (0.0063) |
Weighted average number of common shares outstanding: (in shares) | 280,711,278 | 260,805,418 |
Comprehensive loss attributable to common stockholders | ||
Net loss | $ (494,000) | $ (1,544,000) |
Foreign currency translation adjustment | (6,000) | (8,000) |
Comprehensive loss | (500,000) | (1,552,000) |
Comprehensive (loss) income attributable to noncontrolling interest | (247,000) | 108,000 |
Comprehensive loss attributable to stockholders | (253,000) | (1,660,000) |
Product [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 3,548,000 | 610,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | (1,797,000) | (293,000) |
Service [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | 194,000 | 355,000 |
Cost of revenue | ||
Cost of Goods and Services Sold | $ (135,000) | $ (151,000) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Clyra Medical Technologies [Member] Common Stock [Member] | Clyra Medical Technologies [Member] Additional Paid-in Capital [Member] | Clyra Medical Technologies [Member] Retained Earnings [Member] | Clyra Medical Technologies [Member] AOCI Attributable to Parent [Member] | Clyra Medical Technologies [Member] Noncontrolling Interest [Member] | Clyra Medical Technologies [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] Common Stock [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] Additional Paid-in Capital [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] Retained Earnings [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] AOCI Attributable to Parent [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] Noncontrolling Interest [Member] | BioLargo Energy Technologies, Inc (BETI) [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, 2021 | 255,893,726 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 171,000 | $ 143,718,000 | $ (139,121,000) | $ (115,000) | $ (3,720,000) | $ 933,000 | ||||||||||||
Sale of stock for cash (in shares) | 6,703,789 | |||||||||||||||||
Sale of stock for cash | $ 4,000 | 1,198,000 | 0 | 0 | 0 | 1,202,000 | ||||||||||||
Issuance of common stock for services (in shares) | 86,752 | |||||||||||||||||
Issuance of common stock for services | $ 0 | 17,000 | 0 | 0 | 0 | 17,000 | ||||||||||||
Stock option compensation expense | $ 0 | $ 141,000 | $ 0 | $ 0 | $ 0 | $ 141,000 | 0 | 660,000 | 0 | 0 | 0 | 660,000 | ||||||
Noncontrolling interest allocation | 0 | (528,000) | 0 | 0 | 528,000 | 0 | ||||||||||||
Net loss | 0 | 0 | (1,652,000) | 0 | 108,000 | (1,544,000) | ||||||||||||
Foreign currency translation | $ 0 | 0 | 0 | (8,000) | 0 | (8,000) | ||||||||||||
Balance (in shares) at Mar. 31, 2022 | 262,684,267 | |||||||||||||||||
Balance at Mar. 31, 2022 | $ 176,000 | 145,205,000 | (140,773,000) | (123,000) | (3,085,000) | 1,400,000 | ||||||||||||
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 | ||||||||||||
Sale of stock for cash (in shares) | 4,201,402 | |||||||||||||||||
Sale of stock for cash | $ 3,000 | 797,000 | 0 | 0 | 0 | 800,000 | ||||||||||||
Issuance of common stock for services (in shares) | 930,490 | |||||||||||||||||
Issuance of common stock for services | $ 1,000 | 206,000 | 0 | 0 | 0 | 207,000 | ||||||||||||
Issuance of common stock in exchange for Clyra shares (in shares) | 527,983 | |||||||||||||||||
Stock option compensation expense | $ 0 | 195,000 | 0 | 0 | 0 | 195,000 | ||||||||||||
Clyra Medical Technologies, Inc. (Clyra) stock options issued for services | 0 | 61,000 | 0 | 0 | 0 | 61,000 | ||||||||||||
Warrant issued for interest | 0 | 30,000 | 0 | 0 | 0 | 30,000 | ||||||||||||
Clyra – sales of Series A Preferred Stock | 0 | 0 | 0 | 0 | 225,000 | 225,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 550,000 | $ 550,000 | ||||||
Clyra – Series A Preferred Stock – dividend | $ 0 | $ 0 | $ 0 | $ 0 | $ (27,000) | $ (27,000) | ||||||||||||
Noncontrolling interest allocation | 0 | 467,000 | 0 | 0 | (467,000) | 0 | ||||||||||||
Net loss | 0 | 0 | (247,000) | 0 | (247,000) | (494,000) | ||||||||||||
Foreign currency translation | $ 0 | 0 | 0 | (6,000) | 0 | (6,000) | ||||||||||||
Balance (in shares) at Mar. 31, 2023 | 284,122,581 | |||||||||||||||||
Balance at Mar. 31, 2023 | $ 190,000 | $ 150,191,000 | $ (143,841,000) | $ (155,000) | $ (2,833,000) | $ 3,552,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (494,000) | $ (1,544,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 256,000 | 801,000 |
Common stock issued for services | 207,000 | 17,000 |
Interest expense related to amortization of the discount on note payable | 3,000 | 4,000 |
Fair value of warrant issued for interest | 30,000 | 0 |
PPP loan forgiveness | 0 | (174,000) |
Loss on investment in South Korean joint venture | 6,000 | 8,000 |
Depreciation expense | 22,000 | 2,000 |
Changes in assets and liabilities: | ||
Accounts receivable | (316,000) | (178,000) |
Inventories | (17,000) | (29,000) |
Prepaid expenses and other assets | 25,000 | (59,000) |
Deferred revenue | 4,000 | (89,000) |
Right of use and lease liability, net | 4,000 | 0 |
Deposit | (71,000) | 12,000 |
Net cash used in operating activities | (43,000) | (1,140,000) |
Cash flows from investing activities | ||
Equipment purchases | (48,000) | (32,000) |
Net cash used in investing activities | (48,000) | (32,000) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 800,000 | 1,202,000 |
Repayment of note payable | (50,000) | 0 |
Repayment by Clyra on inventory line of credit | (15,000) | (10,000) |
Proceeds from sale of Clyra Medical preferred stock | 225,000 | 0 |
Net cash provided by financing activities | 1,510,000 | 1,192,000 |
Net effect of foreign currency translation | (6,000) | (8,000) |
Net change in cash | 1,413,000 | 12,000 |
Cash at beginning of year | 1,851,000 | 962,000 |
Cash at end of period | 3,264,000 | 974,000 |
Supplemental disclosures of cash flow information | ||
Interest | 15,000 | 7,000 |
Income taxes | 5,000 | 0 |
Short-term lease payments not included in lease liability | 13,000 | 52,000 |
Non-cash investing and financing activities | ||
Equipment added via vehicle loan | 80,000 | 0 |
Allocation of noncontrolling interest | 467,000 | 528,000 |
Conversion of Clyra Common Stock to BioLargo Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Conversion of Clyra common stock to BioLargo common stock | 100,000 | 0 |
Conversion of Intercompany Receivable into Clyra Shares [Member] | ||
Non-cash investing and financing activities | ||
Conversion of intercompany receivable into Clyra shares | 0 | 633,000 |
BETI Common Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from sale of common stock | 550,000 | 0 |
Entities, Excluding Partially Owned Subsidiary [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 284,000 | 114,000 |
Accounts payable and accrued expenses | 284,000 | 114,000 |
Partially Owned Subsidiary [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 14,000 | (25,000) |
Accounts payable and accrued expenses | $ 14,000 | $ (25,000) |
Note 1 - Business and Organizat
Note 1 - Business and Organization | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 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 Organization We are a Delaware corporation formed in 1991. 2006; 2009; 2022; 2014; 2016. 9 2017, 2012, 2022. 2, 8 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 three March 31, 2023, 11 March 31, 2023, During the three March 31, 2023, 3 3 6 8 10 As of March 31, 2023, 4 4 2024 8 Subsequent to March 31, 2023, 13 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 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 BETI, 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 March 31, 2023, December 31, 2022, March 31, 2023 December 31, BioLargo, Inc. and subsidiaries $ 3,171 $ 1,685 Clyra Medical Technologies, Inc. 93 166 Total $ 3,264 $ 1,851 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 March 31, 2023, December 31, 2022 Credit Concentration We have a limited number of customers that account for significant portions of our revenue. During the three March 31, 2023, three March 31, 2022, March 31, 2023 March 31, Customer A 86 % 29 % Customer B <10 % 14 % At March 31, 2023, December 31, 2022, March 31, 2023 December 31, 2022 Customer A 70 % 24 % 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 March 31, 2023, December 31, 2022, March 31, 2023 December 31, Raw material $ 52 $ 46 Finished goods 83 74 Total $ 135 $ 120 Other Non-Current Assets Other non-current assets consisted of (i) security deposits related to our business offices, (ii) three October 22, 2021, March 31, 2023 December 31, 2022 Patents $ 34 $ 34 Security deposits 36 36 Tax credit receivable 54 54 Total $ 124 $ 124 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 three March 31, 2023, 2022, 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 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 three March 31, 2023, 2022, 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 three March 31, 2023, 2022: 2023 2022 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 3.48 % 3.48 % 2.32 – 3.83% 2.32 – 3.83% Expected volatility 114 % 114 % 114 – 117% 114 – 117% 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. The 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 determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock 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: Step 2: Step 3: Step 4: Step 5: 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 The Company has outstanding contract liability obligations of $21,000 as of March 31, 2023, three March 31 ,2023. As we generate revenues from royalties or license fees from our intellectual property, a licensee will pay a license fee in one third 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. The 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 March 31, 2023, December 31, 2022. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not March 31, 2023, 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 March 31, 2023 December 31, 2022 Tax Credits Our research and development activities in Canada may not Leases At inception of a lease contract, we assess whether the contract is, or contains, a lease. Our assessment is based on: ( 1 2 3 not no March 31, 2023, nine not not 12 not As of March 31, 2023, 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 years. Additions, renewals, and betterments that significantly extend the life of the asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in income for the period. Measurement of Credit Losses on Financial Instruments In June 2016, 2016 13, January 1, 2023 Accounts receivable are customer obligations that are unconditional. Accounts receivable are presented net of an allowance for doubtful accounts for expected credit losses, which represents an estimate of amounts that may not no not March 31, 2023 December 31, 2022, Recent Accounting Pronouncements Currently there are no |
Note 3 - Sale of Stock for Cash
Note 3 - Sale of Stock for Cash | 3 Months Ended |
Mar. 31, 2023 | |
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. During the three March 31, 2023, 2022, Unit Offerings During the three March 31, 2023, 2022, six five 6, |
Note 4 - Debt Obligations
Note 4 - Debt Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4. The following table summarizes our debt obligations outstanding as of March 31, 2023, December 31, 2022 ( not 8, March 31, 2023 December 31, Current portion of debt: SBA Paycheck Protection Program loan $ 43 $ 43 Vehicle loan, current portion 13 — Convertible note payable, matures March 1, 2023 — 50 SBA EIDL Loan, matures July 2053, current portion 10 10 Debt discount, net of amortization — (3 ) Total current portion of debt $ 66 $ 100 Long-term debt: SBA Paycheck Protection Program loans, matures May 2025 $ 97 $ 97 Vehicle loan, matures March 2029 65 — SBA EIDL Loan, matures July 2053 140 140 Total long-term debt, net of current $ 302 $ 237 Total $ 368 $ 337 For the three March 31, 2023, 2022, Vehicle loan On February 7, 2023, March 7, 2029. Convertible note payable, matures March 1, 2023 On March 6, 2023, 10 five 6 SBA Program Loans On February 7, 2022, May 12, 2022, May 2025. In July 2020, three March 31, 2023, |
Note 5 - Share-based Compensati
Note 5 - Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 On March 31, 2023, 12 Payment of Consultant Fees On March 31, 2023, On March 31, 2022, 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 three March 31, 2023, 2022, 2018 8 2018 On June 22, 2018, 2018 “2018 may June 22, 2028. 2018 2018 January 1 st March 31, 2023, Activity for our stock options under the 2018 three March 31, 2023, 2022, Options Exercise Weighted share Aggregate (1) Balance, December 31, 2022 28,484,549 $0.12 – 0.43 $ 0.19 Granted 1,320,498 $0.20 $ 0.2 Balance, March 31, 2023 29,805,047 $0.12 – 0.43 $ 0.19 Unvested (4,073,761 ) $0.12 – 0.32 $ 0.19 Vested, March 31, 2023 25,731,286 $0.12 – 0.43 $ 0.19 $ 678,000 Balance, December 31, 2021 23,186,142 $0.16 – 0.40 $ 0.19 Granted 2,621,229 $0.12 – 0.23 $ 0.23 Balance, March 31, 2022 25,807,371 $0.12 – 0.40 $ 0.19 ( 1 March 31, 2023. The options granted to purchase 1,320,498 shares during the three March 31, 2023 with an aggregate fair value of $248,000 $65,000; four The options granted to purchase 2,621,229 shares during the three March 31, 2022 with an aggregate fair value of $564,000 $9,000; $96,000; four Chief Financial Officer Contract 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 2007 On September 7, 2007, April 29, 2011, 2007 “2007 may September 7, 2017. September 2017, Activity for our stock options under the 2007 three March 31, 2023, 2022 Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding price per share share Value (1) Balance, December 31, 2022 1,904,085 $0.28 – 0.69 $ 0.56 Expired – – – Balance, March 31, 2023 1,904,085 $0.28 – 0.69 $ 0.56 $ – Balance, December 31, 2021 2,879,246 $0.23 – 0.94 $ 0.49 Expired – – – Balance, March 31, 2022 2,879,246 $0.23 – 0.94 $ 0.49 ( 1 March 31, 2023. Non-Plan Options issued Activity of our non-plan stock options issued for the three March 31, 2023 2022 Weighted Non-plan average Aggregate Options Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2022 19,023,829 $0.12 – 0.83 $ 0.39 Granted 48,804 0.20 0.20 Balance, March 31, 2023 19,072,633 $0.12 – 0.83 $ 0.39 Unvested (507,500 ) 0.45 0.45 Vested, March 31, 2023 18,565,133 $0.12 – 0.83 $ 0.38 $ 88,000 Balance, December 31, 2021 20,119,207 $0.12 – 0.83 $ 0.39 Granted 32,609 0.23 0.23 Balance, March 31, 2022 20,151,816 $0.12 – 0.83 $ 0.39 ( 1 March 31, 2023. During the three March 31, 2023, During the three March 31, 2022, |
Note 6 - Warrants
Note 6 - Warrants | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 49,023,398 $0.13 – 1.00 $ 0.26 Granted 7,512,000 0.21 – 0.29 0.25 Expired (4,684,986 ) 0.19 – 0.35 0.21 Balance, March 31, 2023 51,850,412 $0.13 – 1.00 $ 0.26 $ 122,000 Balance, December 31, 2021 36,765,562 $0.16 – 1.00 $ 0.27 Granted 10,393,936 0.20 – 0.25 0.22 Expired (388,889 ) 0.22 0.22 Balance, March 31, 2022 46,770,549 $0.14 – 1.00 $ 0.29 ( 1 March 31, 2023. Warrants issued in Unit Offerings During the three March 31, 2023, 3 six five During the three March 31, 2022, 2020 3 six five Warrant issued in conjunction with amendment to note payable On March 6, 2023, 4, March 1, 2023”) five 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: 2023 2022 Risk free interest rate 3.88 – 4.27% 3.69 – 3.88% Expected volatility 40 – 95% 40% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 – 5 3 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 | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7. As of March 31, 2023, Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 169 $ 794 $ 37 $ 121 $ (82 ) $ 1,039 Accrued payroll 36 49 75 — — 160 Accrued interest 25 — — — — 25 Total $ 1,224 As of December 31, 2022, Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 See Note 8, |
Note 8 - Noncontrolling Interes
Note 8 - Noncontrolling Interest - Clyra Medical | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 8. Clyra Medical As discussed in Note 2 March 31, 2023. 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 6 may On December 13, 2022, September 30, 2024, As of March 31, 2023, December 31, 2022, $161,000. Equity Transactions As of December 31, 2022, March 31, 2023, Sales of Common Stock During the three March 31, 2023, not March 2, 2022, Sales of Series A Preferred Stock During the three March 31, 2023, December 20, 2022, two no one may Each investor also entered into an agreement with BioLargo whereby the investor may 20% 30 18 18 not June 30, 2023, Clyra Stock Options Weighted Clyra average Options Exercise price per Outstanding price per share share Balance, December 31, 2022 15,833 $1.00 - 310 $ 5.53 Granted 426 1.00 - 271 148.27 Balance, March 31, 2023 16,259 $1.00 - 310 $ 9.27 Balance, December 31, 2021 14,004 $ 1.00 $ 1.00 Granted 648 1.00 1.00 Balance, March 31, 2022 14,652 $ 1.00 $ 1.00 Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. The fair value of the options issued in the three March 31, 2023, 2022 no March 31, 2023 December 31, 2022 Risk free interest rate 3.88 – 4.27% 2.32 % Expected volatility 40% 40 % Expected dividend yield — — Forfeiture rate — — Expected life in years 10 10 Accounts Payable and Accrued Expenses At March 31, 2023, December 31, 2022, Category 2023 2022 Accounts payable $ 235 $ 186 Accrued payroll 6 45 Accrued interest 8 7 Accrued dividend 29 --- Total $ 278 $ 238 The accrued dividend relates to the Series A Preferred Stock. Clyra is not may |
Note 9 - BioLargo Engineering,
Note 9 - BioLargo Engineering, Science and Technologies, LLC | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Wholly-Owned Subsidiary [Text Block] | Note 9. In September 2017, six 11 two no five five March 31, 2018 ( not first not 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. At March 31, 2023, |
Note 10 - BioLargo Energy Techn
Note 10 - BioLargo Energy Technologies, Inc. | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 8. Clyra Medical As discussed in Note 2 March 31, 2023. 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 6 may On December 13, 2022, September 30, 2024, As of March 31, 2023, December 31, 2022, $161,000. Equity Transactions As of December 31, 2022, March 31, 2023, Sales of Common Stock During the three March 31, 2023, not March 2, 2022, Sales of Series A Preferred Stock During the three March 31, 2023, December 20, 2022, two no one may Each investor also entered into an agreement with BioLargo whereby the investor may 20% 30 18 18 not June 30, 2023, Clyra Stock Options Weighted Clyra average Options Exercise price per Outstanding price per share share Balance, December 31, 2022 15,833 $1.00 - 310 $ 5.53 Granted 426 1.00 - 271 148.27 Balance, March 31, 2023 16,259 $1.00 - 310 $ 9.27 Balance, December 31, 2021 14,004 $ 1.00 $ 1.00 Granted 648 1.00 1.00 Balance, March 31, 2022 14,652 $ 1.00 $ 1.00 Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. The fair value of the options issued in the three March 31, 2023, 2022 no March 31, 2023 December 31, 2022 Risk free interest rate 3.88 – 4.27% 2.32 % Expected volatility 40% 40 % Expected dividend yield — — Forfeiture rate — — Expected life in years 10 10 Accounts Payable and Accrued Expenses At March 31, 2023, December 31, 2022, Category 2023 2022 Accounts payable $ 235 $ 186 Accrued payroll 6 45 Accrued interest 8 7 Accrued dividend 29 --- Total $ 278 $ 238 The accrued dividend relates to the Series A Preferred Stock. Clyra is not may |
BioLargo Energy Technologies, Inc (BETI) [Member] | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 10. Subsidiary BioLargo Energy Technologies, Inc. (“BETI”) was formed for the purpose of commercializing a sodium-sulfur battery technology. During the three March 31, 2023, six one third Each investor also entered into an agreement with BioLargo whereby the investor may 20 2024. As of March 31, 2023, |
Note 11 - Business Segment Info
Note 11 - Business Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 11. 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). 5. BioLargo Energy Technologies, Inc. (“BETI”) – formed to commercialize a sodium-sulfur battery technology. Other than ONM Environmental during the last three none third The segment information for the three March 31, 2023, 2022, March 31, 2023 BioLargo ONM Clyra BLEST Water BETI Elimination Total Revenue $ — $ 3,543 $ 6 $ 363 $ — $ — $ (170 ) $ 3,742 Intersegment revenue — — — (170 ) — — 170 — R&D expense (189 ) — (134 ) (245 ) (135 ) (32 ) 170 (565 ) Operating income (loss) (799 ) 1,387 (426 ) (368 ) (184 ) (87 ) — (477 ) Grant income — — — — 31 — — 31 Interest expense (36 ) (2 ) (10 ) — — — — (48 ) Net income (loss) (835 ) 1,385 (436 ) (368 ) (153 ) (87 ) — (494 ) March 31, 2022 BioLargo ONM Clyra BLEST Water Elimination Total Revenue $ 2 $ 600 $ 10 $ 545 $ — $ (188 ) $ 965 Intersegment revenue (2 ) (2 ) — (188 ) — 192 — Research and development (265 ) — (16 ) (108 ) (197 ) 194 (392 ) Operating loss (1,220 ) 13 (240 ) (35 ) (228 ) — (1,710 ) Grant income — — — — 5 — 5 Interest expense (6 ) — (7 ) — — — (13 ) Net income (loss) (1,226 ) 187 (247 ) (35 ) (223 ) — (1,544 ) As of March 31, 2023 BioLargo ONM Clyra BLEST Water BETI Elimination Total Tangible assets $ 530 $ 3,392 $ 578 $ 505 $ 223 $ 628 $ (73 ) $ 5,783 Right of use (leased assets) 114 — — 723 — — 837 Investment in South Korean joint venture 27 — — — — — 27 Total $ 671 $ 3,392 $ 578 $ 1,228 $ 223 $ 628 $ (73 ) $ 6,647 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 (leased assets) 136 — — 731 — — 867 Investment in South Korean joint venture 33 — — — — — 33 Total $ 838 $ 2,064 $ 631 $ 1,172 $ 194 $ (41 ) $ 4,858 |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 12. 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 three March 31, 2023, 2022, August 2024. not four four not September 2022, ten one None no not no |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 13. Management has evaluated subsequent events through the date of the filing of this quarterly report and management noted the following for disclosure. Lincoln Park Capital Purchase of Shares From April 1, 2023, May 12, 2023, 2022 3 1 333 268973 Clyra Medical – Series A Preferred From April 1, 2023, May 12, 2023, 3 may 20% 30 8, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 BETI, 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 March 31, 2023, December 31, 2022, March 31, 2023 December 31, BioLargo, Inc. and subsidiaries $ 3,171 $ 1,685 Clyra Medical Technologies, Inc. 93 166 Total $ 3,264 $ 1,851 |
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 March 31, 2023, December 31, 2022 |
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 three March 31, 2023, three March 31, 2022, March 31, 2023 March 31, Customer A 86 % 29 % Customer B <10 % 14 % At March 31, 2023, December 31, 2022, March 31, 2023 December 31, 2022 Customer A 70 % 24 % |
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 March 31, 2023, December 31, 2022, March 31, 2023 December 31, Raw material $ 52 $ 46 Finished goods 83 74 Total $ 135 $ 120 |
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, March 31, 2023 December 31, 2022 Patents $ 34 $ 34 Security deposits 36 36 Tax credit receivable 54 54 Total $ 124 $ 124 |
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 three March 31, 2023, 2022, |
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 |
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 three March 31, 2023, 2022, |
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 three March 31, 2023, 2022: 2023 2022 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 3.48 % 3.48 % 2.32 – 3.83% 2.32 – 3.83% Expected volatility 114 % 114 % 114 – 117% 114 – 117% 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. The 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 determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock 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: Step 2: Step 3: Step 4: Step 5: 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 The Company has outstanding contract liability obligations of $21,000 as of March 31, 2023, three March 31 ,2023. As we generate revenues from royalties or license fees from our intellectual property, a licensee will pay a license fee in one third 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. The 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 March 31, 2023, December 31, 2022. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not March 31, 2023, 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 March 31, 2023 December 31, 2022 |
Tax Credits [Policy Text Block] | Tax Credits Our research and development activities in Canada may not |
Lessee, Leases [Policy Text Block] | Leases At inception of a lease contract, we assess whether the contract is, or contains, a lease. Our assessment is based on: ( 1 2 3 not no March 31, 2023, nine not not 12 not As of March 31, 2023, |
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 years. Additions, renewals, and betterments that significantly extend the life of the asset are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in income for the period. |
Credit Loss, Financial Instrument [Policy Text Block] | Measurement of Credit Losses on Financial Instruments In June 2016, 2016 13, January 1, 2023 Accounts receivable are customer obligations that are unconditional. Accounts receivable are presented net of an allowance for doubtful accounts for expected credit losses, which represents an estimate of amounts that may not no not March 31, 2023 December 31, 2022, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Currently there are no |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | March 31, 2023 December 31, BioLargo, Inc. and subsidiaries $ 3,171 $ 1,685 Clyra Medical Technologies, Inc. 93 166 Total $ 3,264 $ 1,851 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | March 31, 2023 March 31, Customer A 86 % 29 % Customer B <10 % 14 % March 31, 2023 December 31, 2022 Customer A 70 % 24 % |
Schedule of Inventory, Current [Table Text Block] | March 31, 2023 December 31, Raw material $ 52 $ 46 Finished goods 83 74 Total $ 135 $ 120 |
Schedule of Other Assets, Noncurrent [Table Text Block] | March 31, 2023 December 31, 2022 Patents $ 34 $ 34 Security deposits 36 36 Tax credit receivable 54 54 Total $ 124 $ 124 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2023 2022 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 3.48 % 3.48 % 2.32 – 3.83% 2.32 – 3.83% Expected volatility 114 % 114 % 114 – 117% 114 – 117% Expected dividend yield — — — — Forfeiture rate — — — — Life in years 10 10 10 10 |
Note 4 - Debt Obligations (Tabl
Note 4 - Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31, 2023 December 31, Current portion of debt: SBA Paycheck Protection Program loan $ 43 $ 43 Vehicle loan, current portion 13 — Convertible note payable, matures March 1, 2023 — 50 SBA EIDL Loan, matures July 2053, current portion 10 10 Debt discount, net of amortization — (3 ) Total current portion of debt $ 66 $ 100 Long-term debt: SBA Paycheck Protection Program loans, matures May 2025 $ 97 $ 97 Vehicle loan, matures March 2029 65 — SBA EIDL Loan, matures July 2053 140 140 Total long-term debt, net of current $ 302 $ 237 Total $ 368 $ 337 |
Note 5 - Share-based Compensa_2
Note 5 - Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options Exercise Weighted share Aggregate (1) Balance, December 31, 2022 28,484,549 $0.12 – 0.43 $ 0.19 Granted 1,320,498 $0.20 $ 0.2 Balance, March 31, 2023 29,805,047 $0.12 – 0.43 $ 0.19 Unvested (4,073,761 ) $0.12 – 0.32 $ 0.19 Vested, March 31, 2023 25,731,286 $0.12 – 0.43 $ 0.19 $ 678,000 Balance, December 31, 2021 23,186,142 $0.16 – 0.40 $ 0.19 Granted 2,621,229 $0.12 – 0.23 $ 0.23 Balance, March 31, 2022 25,807,371 $0.12 – 0.40 $ 0.19 Weighted Average Aggregate Options Exercise Price per intrinsic Outstanding price per share share Value (1) Balance, December 31, 2022 1,904,085 $0.28 – 0.69 $ 0.56 Expired – – – Balance, March 31, 2023 1,904,085 $0.28 – 0.69 $ 0.56 $ – Balance, December 31, 2021 2,879,246 $0.23 – 0.94 $ 0.49 Expired – – – Balance, March 31, 2022 2,879,246 $0.23 – 0.94 $ 0.49 Weighted Non-plan average Aggregate Options Exercise price per intrinsic outstanding price per share share value (1) Balance, December 31, 2022 19,023,829 $0.12 – 0.83 $ 0.39 Granted 48,804 0.20 0.20 Balance, March 31, 2023 19,072,633 $0.12 – 0.83 $ 0.39 Unvested (507,500 ) 0.45 0.45 Vested, March 31, 2023 18,565,133 $0.12 – 0.83 $ 0.38 $ 88,000 Balance, December 31, 2021 20,119,207 $0.12 – 0.83 $ 0.39 Granted 32,609 0.23 0.23 Balance, March 31, 2022 20,151,816 $0.12 – 0.83 $ 0.39 |
Note 6 - Warrants (Tables)
Note 6 - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 49,023,398 $0.13 – 1.00 $ 0.26 Granted 7,512,000 0.21 – 0.29 0.25 Expired (4,684,986 ) 0.19 – 0.35 0.21 Balance, March 31, 2023 51,850,412 $0.13 – 1.00 $ 0.26 $ 122,000 Balance, December 31, 2021 36,765,562 $0.16 – 1.00 $ 0.27 Granted 10,393,936 0.20 – 0.25 0.22 Expired (388,889 ) 0.22 0.22 Balance, March 31, 2022 46,770,549 $0.14 – 1.00 $ 0.29 |
Schedule Of Assumptions Used To Determine Fair Value Of Warrants [Table Text Block] | 2023 2022 Risk free interest rate 3.88 – 4.27% 3.69 – 3.88% Expected volatility 40 – 95% 40% Expected dividend yield — — Forfeiture rate — — Expected life in years 3 – 5 3 |
Note 7 - Accounts Payable and_2
Note 7 - Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 169 $ 794 $ 37 $ 121 $ (82 ) $ 1,039 Accrued payroll 36 49 75 — — 160 Accrued interest 25 — — — — 25 Total $ 1,224 Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 |
Note 8 - Noncontrolling Inter_2
Note 8 - Noncontrolling Interest - Clyra Medical (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 15,833 $1.00 - 310 $ 5.53 Granted 426 1.00 - 271 148.27 Balance, March 31, 2023 16,259 $1.00 - 310 $ 9.27 Balance, December 31, 2021 14,004 $ 1.00 $ 1.00 Granted 648 1.00 1.00 Balance, March 31, 2022 14,652 $ 1.00 $ 1.00 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2023 2022 Non Plan 2018 Plan Non Plan 2018 Plan Risk free interest rate 3.48 % 3.48 % 2.32 – 3.83% 2.32 – 3.83% Expected volatility 114 % 114 % 114 – 117% 114 – 117% Expected dividend yield — — — — Forfeiture rate — — — — Life in years 10 10 10 10 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 169 $ 794 $ 37 $ 121 $ (82 ) $ 1,039 Accrued payroll 36 49 75 — — 160 Accrued interest 25 — — — — 25 Total $ 1,224 Category BioLargo ONM BLEST Water Intercompany Totals Accounts payable $ 187 $ 486 $ 7 $ 119 $ (82 ) $ 717 Accrued payroll 20 58 120 — — 198 Accrued interest 25 — — — — 25 Total $ 940 |
Clyra Medical [Member] | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | March 31, 2023 December 31, 2022 Risk free interest rate 3.88 – 4.27% 2.32 % Expected volatility 40% 40 % Expected dividend yield — — Forfeiture rate — — Expected life in years 10 10 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Category 2023 2022 Accounts payable $ 235 $ 186 Accrued payroll 6 45 Accrued interest 8 7 Accrued dividend 29 --- Total $ 278 $ 238 |
Note 11 - Business Segment In_2
Note 11 - Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | March 31, 2023 BioLargo ONM Clyra BLEST Water BETI Elimination Total Revenue $ — $ 3,543 $ 6 $ 363 $ — $ — $ (170 ) $ 3,742 Intersegment revenue — — — (170 ) — — 170 — R&D expense (189 ) — (134 ) (245 ) (135 ) (32 ) 170 (565 ) Operating income (loss) (799 ) 1,387 (426 ) (368 ) (184 ) (87 ) — (477 ) Grant income — — — — 31 — — 31 Interest expense (36 ) (2 ) (10 ) — — — — (48 ) Net income (loss) (835 ) 1,385 (436 ) (368 ) (153 ) (87 ) — (494 ) March 31, 2022 BioLargo ONM Clyra BLEST Water Elimination Total Revenue $ 2 $ 600 $ 10 $ 545 $ — $ (188 ) $ 965 Intersegment revenue (2 ) (2 ) — (188 ) — 192 — Research and development (265 ) — (16 ) (108 ) (197 ) 194 (392 ) Operating loss (1,220 ) 13 (240 ) (35 ) (228 ) — (1,710 ) Grant income — — — — 5 — 5 Interest expense (6 ) — (7 ) — — — (13 ) Net income (loss) (1,226 ) 187 (247 ) (35 ) (223 ) — (1,544 ) As of March 31, 2023 BioLargo ONM Clyra BLEST Water BETI Elimination Total Tangible assets $ 530 $ 3,392 $ 578 $ 505 $ 223 $ 628 $ (73 ) $ 5,783 Right of use (leased assets) 114 — — 723 — — 837 Investment in South Korean joint venture 27 — — — — — 27 Total $ 671 $ 3,392 $ 578 $ 1,228 $ 223 $ 628 $ (73 ) $ 6,647 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 (leased assets) 136 — — 731 — — 867 Investment in South Korean joint venture 33 — — — — — 33 Total $ 838 $ 2,064 $ 631 $ 1,172 $ 194 $ (41 ) $ 4,858 |
Note 1 - Business and Organiz_2
Note 1 - Business and Organization (Details Textual) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2017 | |
Number of Wholly-Owned Subsidiaries | 5 | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 3,742,000 | $ 965,000 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (494,000) | (1,544,000) | ||
Net Cash Provided by (Used in) Operating Activities | (43,000) | (1,140,000) | ||
Working Capital (Deficit) | 3,075,000 | |||
Assets, Current | 4,874,000 | $ 3,153,000 | ||
Stock Issued During Period, Value, New Issues | 800,000 | $ 1,202,000 | ||
Cash and Cash Equivalents, at Carrying Value | 3,264,000 | $ 1,851,000 | ||
SBA CARES Act Paycheck Protection Program [Member] | ||||
Long-Term Debt | 140,000 | |||
Economic Injury Disaster Loan [Member] | ||||
Long-Term Debt | 150,000 | |||
Inventory Line of Credit [Member] | Clyra Medical Technologies [Member] | ||||
Long-Term Line of Credit | 247,000 | |||
Vehicle Loan [Member] | ||||
Long-Term Debt | 78,000 | |||
The 2020 Unit Offering [Member] | ||||
Stock Issued During Period, Value, New Issues | 695,000 | |||
Lincoln Park Capital Fund, LLC [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 105,000 | |||
BioLargo Engineering, Science & Technologies, LLC [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 82.25% | 100% | ||
Clyra Medical Technologies [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 58% | |||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 225,000 | |||
BioLargo Energy Technologies, Inc (BETI) [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 97.10% | |||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 550,000 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |||
Mar. 20, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 22, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 12,000 | $ 12,000 | |||
Inventory Valuation Reserves | 158,000 | 158,000 | |||
Income (Loss) from Equity Method Investments | (6,000) | $ (8,000) | |||
Contract with Customer, Liability | 21,000 | ||||
Contract with Customer, Liability, Revenue Recognized | 8,000 | ||||
Unrecognized Tax Benefits, Ending Balance | $ 0 | 0 | |||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 9 years | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 18% | ||||
Operating Lease, Right-of-Use Asset | $ 837,000 | $ 867,000 | |||
Operating Lease, Liability | 844,000 | ||||
Off-Balance-Sheet, Credit Loss, Liability | $ 0 | ||||
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 | $ 6,000 | $ 8,000 | |||
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 | ||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | |||||
Number of Major Customers | 2 | ||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | One Customer [Member] | |||||
Number of Major Customers | 1 | ||||
Concentration Risk, Percentage | 10% | ||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Two Customers [Member] | |||||
Concentration Risk, Percentage | 10% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Number of Major Customers | 1 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration Risk, Percentage | 10% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Summary of Cash Balances (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents, at Carrying Value | $ 3,264,000 | $ 1,851,000 |
Parent Company [Member] | ||
Cash and Cash Equivalents, at Carrying Value | 3,171,000 | 1,685,000 |
Noncontrolling Interest [Member] | ||
Cash and Cash Equivalents, at Carrying Value | $ 93,000 | $ 166,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Credit Concentration (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Customer A [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Credit concentration | 86% | 29% | |
Customer A [Member] | Accounts Receivable [Member] | |||
Credit concentration | 70% | 24% | |
Customer B [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Credit concentration | 10% | 14% |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Raw material | $ 52 | $ 46 |
Finished goods | 83 | 74 |
Total | $ 135 | $ 120 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Other Non-current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Patents | $ 34 | $ 34 |
Security deposits | 36 | 36 |
Tax credit receivable | 54 | 54 |
Total | $ 124 | $ 124 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Stock Options, Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Non Plan [Member] | ||
Risk free interest rate | 3.48% | |
Expected volatility | 114% | |
Expected 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 | 3.83% | |
Expected volatility | 117% | |
2018 Equity Incentive Plan [Member] | ||
Expected life in years (Year) | 10 years | |
2018 Equity Incentive Plan [Member] | Minimum [Member] | ||
Risk free interest rate | 2.32% | |
Expected volatility | 114% | |
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 3.83% | |
Expected volatility | 117% |
Note 3 - Sale of Stock for Ca_2
Note 3 - Sale of Stock for Cash (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 13, 2022 | |
Proceeds from Issuance of Common Stock | $ 800,000 | $ 1,202,000 | |
Warrants Issued with 2020 Unit Offering [Member] | Maximum [Member] | |||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||
Warrants Issued with 2020 Unit Offering [Member] | Minimum [Member] | |||
Warrants and Rights Outstanding, Term (Year) | 6 months | ||
The 2020 Unit Offering [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 3,656,000 | 5,196,968 | |
Proceeds from Issuance of Common Stock | $ 695,000 | $ 856,000 | |
Lincoln Park Capital Fund, LLC [Member] | |||
Stock Purchase Agreement, Maximum Amount of Common Stock | $ 10,000,000 | ||
Stock Issued During Period, Shares, New Issues (in shares) | 545,402 | 1,506,821 | |
Proceeds from Issuance of Common Stock | $ 105,000 | $ 346,000 |
Note 4 - Debt Obligations (Deta
Note 4 - Debt Obligations (Details Textual) - USD ($) | 3 Months Ended | ||||||
Mar. 06, 2023 | Feb. 07, 2023 | May 12, 2022 | Feb. 07, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 31, 2020 | |
Interest Expense, Debt | $ 48,000 | $ 13,000 | |||||
Paycheck Protection Program CARES Act [Member] | ONM [Member] | |||||||
Extinguishment of Debt, Amount | $ 173,821 | ||||||
Proceeds from Issuance of Debt | $ 217,243 | ||||||
Paycheck Protection Program CARES Act [Member] | BELST [Member] | |||||||
Proceeds from Issuance of Debt | $ 97,000 | ||||||
Economic Injury Disaster Loan [Member] | ONM [Member] | |||||||
Interest Expense, Debt | $ 2,000 | ||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||
Warrant Issued With Conversion of Note [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.21 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Conversion of Note into BETI Common Shares [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||||
Vehicle Loan [Member] | |||||||
Debt Instrument, Face Amount | $ 80,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.29% | ||||||
Debt Instrument, Periodic Payment | $ 1,118 |
Note 4 - Debt Obligations - Sch
Note 4 - Debt Obligations - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long-term debt, current | $ 66 | $ 100 |
Debt discount, net of amortization | 0 | (3) |
Total current portion of debt | 66 | 100 |
Total long-term debt, net of current | 302 | 237 |
Total | 368 | 337 |
Vehicle Loan [Member] | ||
Long-term debt, current | 13 | 0 |
Total long-term debt, net of current | 65 | 0 |
Paycheck Protection Program CARES Act [Member] | ||
SBA Paycheck Protection Program loan | 43 | 43 |
SBA Paycheck Protection Program loans, matures May 2025 | 97 | 97 |
Convertible Note, Maturing On March 1, 2023 [Member] | ||
Convertible notes | 0 | 50 |
Economic Injury Disaster Loan [Member] | ||
Long-term debt, current | 10 | 10 |
Total long-term debt, net of current | $ 140 | $ 140 |
Note 5 - Share-based Compensa_3
Note 5 - Share-based Compensation (Details Textual) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 22, 2022 | Jun. 22, 2018 | Sep. 07, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Issued During Period, Value, Issued for Services | $ 207,000 | $ 17,000 | |||||
Share Price (in dollars per share) | $ 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) | 50,000,000 | 40,000,000 | 50,000,000 | ||||
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) | 1,320,498 | 2,621,229 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.2 | $ 0.23 | |||||
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) | 48,804 | 32,609 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | $ 0.23 | |||||
Share-Based Payment Arrangement, Option [Member] | Clyra Medical Technologies [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 61,000 | $ 141,000 | |||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-Based Payment Arrangement, Expense | 256,000 | $ 801,000 | |||||
Officer [Member] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 6,000 | ||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 30,747 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.20 | $ 0.20 | |||||
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 | $ 201,000 | $ 17,000 | |||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 899,743 | 86,752 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.20 | $ 0.23 | $ 0.20 | $ 0.23 | |||
Consultants [Member] | 2018 Equity Incentive Plan [Member] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 97,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 102,564 | 447,032 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 19,000 | ||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | ||||||
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) | 1,320,498 | 2,621,229 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 248,000 | $ 564,000 | |||||
Director [Member] | 2018 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 347,730 | 444,092 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 65,000 | $ 96,000 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | $ 0.23 | |||||
Employees [Member] | 2018 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 570,204 | 1,690,257 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 108,000 | $ 362,000 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | $ 0.23 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years | 4 years | |||||
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 | $ 56,000 | ||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | ||||||
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 | ||||||
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) | 39,848 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 9,000 | ||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.23 | ||||||
Vendors [Member] | Non Plan [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 9,000 | $ 7,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 48,804 | 32,609 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.20 | $ 0.23 |
Note 5 - Share-based Compensa_4
Note 5 - Share-based Compensation - Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
2018 Equity Incentive Plan [Member] | ||||
Options outstanding, balance (in shares) | 28,484,549 | 23,186,142 | 23,186,142 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.19 | $ 0.19 | $ 0.19 | |
Options granted (in shares) | 1,320,498 | 2,621,229 | ||
Exercise price per share, granted (in dollars per share) | $ 0.20 | |||
Weighted average exercise price per share, granted (in dollars per share) | $ 0.2 | $ 0.23 | ||
Options Unvested (in shares) | (4,073,761) | |||
Weighted average exercise price per share, unvested (in dollars per share) | $ 0.19 | |||
Options Vested (in shares) | 25,731,286 | |||
Weighted average exercise price per share, vested (in dollars per share) | $ 0.19 | |||
Vested, aggregate intrinsic value | [1] | $ 678,000 | ||
Options outstanding, balance (in shares) | 29,805,047 | 25,807,371 | 28,484,549 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.19 | $ 0.19 | $ 0.19 | |
2018 Equity Incentive Plan [Member] | Minimum [Member] | ||||
Exercise price per share, balance (in dollars per share) | 0.12 | 0.16 | 0.16 | |
Exercise price per share, granted (in dollars per share) | 0.12 | |||
Exercise price per share, Unvested (in dollars per share) | 0.12 | |||
Exercise price per share, Vested (in dollars per share) | 0.12 | |||
Exercise price per share, balance (in dollars per share) | 0.12 | 0.12 | 0.12 | |
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Exercise price per share, balance (in dollars per share) | 0.43 | 0.40 | 0.40 | |
Exercise price per share, granted (in dollars per share) | 0.23 | |||
Exercise price per share, Unvested (in dollars per share) | 0.32 | |||
Exercise price per share, Vested (in dollars per share) | 0.43 | |||
Exercise price per share, balance (in dollars per share) | $ 0.43 | $ 0.40 | $ 0.43 | |
The 2007 Equity Incentive Plan [Member] | ||||
Options outstanding, balance (in shares) | 1,904,085 | 2,879,246 | 2,879,246 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.56 | $ 0.49 | $ 0.49 | |
Options outstanding, balance (in shares) | 1,904,085 | 2,879,246 | 1,904,085 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.56 | $ 0.49 | $ 0.56 | |
Options outstanding, Expired (in shares) | 0 | 0 | ||
Weighted average exercise price per share, Expired (in dollars per share) | $ 0 | $ 0 | ||
The 2007 Equity Incentive Plan [Member] | Minimum [Member] | ||||
Weighted average exercise price per share, balance (in dollars per share) | 0.28 | 0.23 | 0.23 | |
Weighted average exercise price per share, balance (in dollars per share) | 0.28 | 0.23 | 0.28 | |
Weighted average exercise price per share, Expired (in dollars per share) | ||||
The 2007 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Weighted average exercise price per share, balance (in dollars per share) | 0.69 | 0.94 | 0.94 | |
Weighted average exercise price per share, balance (in dollars per share) | 0.69 | 0.94 | $ 0.69 | |
Weighted average exercise price per share, Expired (in dollars per share) | ||||
Non Plan [Member] | ||||
Options outstanding, balance (in shares) | 19,023,829 | 20,119,207 | 20,119,207 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.39 | $ 0.39 | $ 0.39 | |
Options granted (in shares) | 48,804 | 32,609 | ||
Exercise price per share, granted (in dollars per share) | $ 0.20 | $ 0.23 | ||
Weighted average exercise price per share, granted (in dollars per share) | $ 0.20 | $ 0.23 | ||
Options Unvested (in shares) | (507,500) | |||
Exercise price per share, Unvested (in dollars per share) | $ 0.45 | |||
Weighted average exercise price per share, unvested (in dollars per share) | $ 0.45 | |||
Options Vested (in shares) | 18,565,133 | |||
Weighted average exercise price per share, vested (in dollars per share) | $ 0.38 | |||
Vested, aggregate intrinsic value | [2] | $ 88,000 | ||
Options outstanding, balance (in shares) | 19,072,633 | 20,151,816 | 19,023,829 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 0.39 | $ 0.39 | $ 0.39 | |
Non Plan [Member] | Minimum [Member] | ||||
Exercise price per share, balance (in dollars per share) | 0.12 | 0.12 | 0.12 | |
Exercise price per share, Vested (in dollars per share) | 0.12 | |||
Exercise price per share, balance (in dollars per share) | 0.12 | 0.12 | 0.12 | |
Non Plan [Member] | Maximum [Member] | ||||
Exercise price per share, balance (in dollars per share) | 0.83 | 0.83 | 0.83 | |
Exercise price per share, granted (in dollars per share) | ||||
Exercise price per share, Vested (in dollars per share) | 0.83 | |||
Exercise price per share, balance (in dollars per share) | $ 0.83 | $ 0.83 | $ 0.83 | |
[1]Aggregate intrinsic value based on closing common stock price of $0.20 at March 31, 2023.[2]Aggregate intrinsic value based on closing common stock price of $0.18 at June 30, 2022. |
Note 6 - Warrants (Details Text
Note 6 - Warrants (Details Textual) - USD ($) | Mar. 31, 2023 | Mar. 06, 2023 | Mar. 31, 2022 |
Share Price (in dollars per share) | $ 0.20 | ||
Note Payable, Maturing March 8, 2023 [Member] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Six-month Warrants in Connection With the 2020 Unit Offering [Member] | |||
Warrants and Rights Outstanding, Term (Year) | 6 months | 6 months | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 3,656,000 | 5,196,968 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.228 | $ 0.204 | |
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) | 3,656,000 | 5,196,968 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.285 | $ 0.25 | |
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) | 200,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.21 | ||
Warrants and Rights Outstanding | $ 30,000 |
Note 6 - Warrants - Warrants Ou
Note 6 - Warrants - Warrants Outstanding (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Balance, outstanding (in shares) | 49,023,398 | 36,765,562 | |
Granted (in shares) | 7,512,000 | 10,393,936 | |
Expired (in shares) | (4,684,986) | (388,889) | |
Expired, price range (in dollars per share) | $ 0.22 | ||
Balance, aggregate intrinsic value | [1] | $ 122,000 | |
Balance, outstanding (in shares) | 51,850,412 | 46,770,549 | |
Minimum [Member] | |||
Balance, outstanding, price range (in dollars per share) | $ 0.13 | $ 0.16 | |
Granted, price range (in dollars per share) | 0.21 | 0.20 | |
Expired, price range (in dollars per share) | 0.19 | ||
Balance, outstanding, price range (in dollars per share) | 0.13 | 0.14 | |
Maximum [Member] | |||
Balance, outstanding, price range (in dollars per share) | 1 | 1 | |
Granted, price range (in dollars per share) | 0.29 | 0.25 | |
Expired, price range (in dollars per share) | 0.35 | ||
Balance, outstanding, price range (in dollars per share) | 1 | 1 | |
Weighted Average [Member] | |||
Balance, outstanding, price range (in dollars per share) | 0.26 | 0.27 | |
Granted, price range (in dollars per share) | 0.25 | 0.22 | |
Expired, price range (in dollars per share) | 0.21 | ||
Balance, outstanding, price range (in dollars per share) | $ 0.26 | $ 0.29 | |
[1]Aggregate intrinsic value based on closing common stock price of $0.20 at March 31, 2023. |
Note 6 - Warrants - Assumptions
Note 6 - Warrants - Assumptions Used to Determine Fair Value of Warrants (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Price Volatility [Member] | ||
Risk free interest rate | 0.40 | |
Measurement Input, Expected Term [Member] | ||
Risk free interest rate | 3 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 0.0388 | 0.0369 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Risk free interest rate | 0.40 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Risk free interest rate | 0.0427 | 0.0388 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Risk free interest rate | 0.95 | |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Risk free interest rate | 5 |
Note 7 - Accounts Payable and_3
Note 7 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable | $ 1,039 | $ 717 |
Accrued payroll | 160 | 198 |
Accrued interest | 25 | 25 |
Total | 1,224 | 940 |
Corporate, Non-Segment [Member] | ||
Accounts payable | 169 | 187 |
Accrued payroll | 36 | 20 |
Accrued interest | 25 | 25 |
Total | ||
Operating Segments [Member] | Odor-No-More [Member] | ||
Accounts payable | 794 | 486 |
Accrued payroll | 49 | 58 |
Accrued interest | 0 | 0 |
Total | ||
Operating Segments [Member] | BLEST [Member] | ||
Accounts payable | 37 | 7 |
Accrued payroll | 75 | 120 |
Accrued interest | 0 | 0 |
Total | ||
Operating Segments [Member] | BioLargo Water [Member] | ||
Accounts payable | 121 | 119 |
Accrued payroll | 0 | 0 |
Accrued interest | 0 | 0 |
Total | ||
Consolidation, Eliminations [Member] | ||
Accounts payable | (82) | (82) |
Accrued payroll | 0 | 0 |
Accrued interest | 0 | 0 |
Total |
Note 8 - Noncontrolling Inter_3
Note 8 - Noncontrolling Interest - Clyra Medical (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 20, 2022 | Mar. 02, 2022 | Jun. 30, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 08, 2022 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | |||||
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 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | ||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 148.27 | $ 1 | |||||
Clyra Medical [Member] | Vendors and Employees [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 61,000 | $ 141,000 | |||||
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% | ||||||
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] | 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 | $ 110,000 | ||||||
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 (in shares) | 2,800 | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 725 | 725 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 225,000 | $ 225,000 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | ||||||
Preferred Stock, Dividend Rate, Percentage | 15% | ||||||
Preferred Stock, Convertible, Sale of Stock Amount | $ 5,000,000 | ||||||
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 | $ 113,000 | ||||||
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 | $ 147,000 | $ 161,000 | |||||
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% | ||||||
Vernal Bay Capital Group, LLC [Member] | Conversion of Clyra Medical Stock Into Biolargo Common Stock [Member] | |||||||
Conversion of Stock, Shares Issued (in shares) | 527,983 | ||||||
Clyra Medical Technologies [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 58% | ||||||
Clyra Medical [Member] | Common Stock [Member] | |||||||
Investment Owned, Balance, Shares (in shares) | 51,571 | ||||||
Clyra Medical [Member] | Preferred Stock, Series A [Member] | |||||||
Investment Owned, Balance, Shares (in shares) | 1,352 |
Note 8 - Noncontrolling Inter_4
Note 8 - Noncontrolling Interest - Clyra Medical - Common Shares Outstanding (Details) - Clyra Medical [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Options outstanding, balance (in shares) | 15,833 | 14,004 | 14,004 |
Balance, Exercise Price Range (in shares) | 1 | 1 | |
Weighted average exercise price per share, balance (in dollars per share) | $ 5.53 | $ 1 | $ 1 |
Options granted (in shares) | 426 | 648 | |
Granted, Exercise Price (in dollars per share) | $ 1 | ||
Weighted average exercise price per share, granted (in dollars per share) | $ 148.27 | $ 1 | |
Options outstanding, balance (in shares) | 16,259 | 14,652 | 15,833 |
Balance, Exercise Price Range (in shares) | 1 | ||
Weighted average exercise price per share, balance (in dollars per share) | $ 9.27 | $ 1 | $ 5.53 |
Minimum [Member] | |||
Balance, Exercise Price Range (in shares) | 1 | ||
Granted, Exercise Price (in dollars per share) | $ 1 | ||
Balance, Exercise Price Range (in shares) | 1 | 1 | |
Maximum [Member] | |||
Balance, Exercise Price Range (in shares) | 310 | ||
Granted, Exercise Price (in dollars per share) | $ 271 | ||
Balance, Exercise Price Range (in shares) | 310 | 310 |
Note 8 - Noncontrolling Inter_5
Note 8 - Noncontrolling Interest - Clyra Medical - Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Clyra Medical [Member] | Vendors and Employees [Member] | ||
Risk free interest rate | 2.32% | |
Expected volatility | 40% | 40% |
Expected life in years (Year) | 10 years | 10 years |
Maximum [Member] | Clyra Medical [Member] | Vendors and Employees [Member] | ||
Risk free interest rate | 4.27% | |
Non Plan [Member] | ||
Risk free interest rate | 3.48% | |
Expected volatility | 114% | |
Expected 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] | Minimum [Member] | Clyra Medical [Member] | Vendors and Employees [Member] | ||
Risk free interest rate | 3.88% | |
Non Plan [Member] | Maximum [Member] | ||
Risk free interest rate | 3.83% | |
Expected volatility | 117% |
Note 8 - Noncontrolling Inter_6
Note 8 - Noncontrolling Interest - Clyra Medical - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable | $ 1,039 | $ 717 |
Accrued payroll | 160 | 198 |
Accrued interest | 25 | 25 |
Accounts payable and accrued expenses, total | 1,224 | 940 |
Clyra Medical [Member] | ||
Accounts payable | 235 | 186 |
Accrued payroll | 6 | 45 |
Accrued interest | 8 | 7 |
Accrued dividend | 29 | |
Accounts payable and accrued expenses, total | $ 278 | $ 238 |
Note 9 - BioLargo Engineering_2
Note 9 - BioLargo Engineering, Science and Technologies, LLC (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 25 Months Ended | ||||
Nov. 04, 2019 | Jan. 30, 2021 | Sep. 30, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense, Total | $ 256,000 | $ 801,000 | ||||||
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% | 82.25% |
Note 10 - BioLargo Energy Tec_2
Note 10 - BioLargo Energy Technologies, Inc. (Details Textual) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
BioLargo Energy Technologies, Inc (BETI) [Member] | |
Investment Owned, Balance, Shares (in shares) | 9,050,000 |
BioLargo Energy Technologies, Inc (BETI) [Member] | |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 9,325,000 |
Conversion From BioLargo Note Payable to Shares [Member] | |
Debt Conversion, Original Debt, Amount | $ | $ 50,000 |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 25,000 |
BioLargo Energy Technologies, Inc (BETI) [Member] | |
Stock Issued During Period, Shares, New Issues (in shares) | 50,000 |
Proceeds from Issuance or Sale of Equity | $ | $ 100,000 |
Stock Conversion, Discount on Volume Weighted average Price | 20% |
BioLargo Energy Technologies, Inc (BETI) [Member] | Third Party Investors [Member] | |
Proceeds from Issuance or Sale of Equity | $ | $ 550,000 |
BioLargo Energy Technologies, Inc (BETI) [Member] | Subsidiaries [Member] | |
Stock Issued During Period, Shares, New Issues (in shares) | 325,000 |
Sale of Stock, Price Per Share (in dollars per share) | $ / shares | $ 2 |
Note 11 - Business Segment In_3
Note 11 - Business Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2023 | |
Number of Operating Segments | 4 |
Note 11 - Business Segment In_4
Note 11 - Business Segment Information - Segment Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 3,742,000 | $ 965,000 | |
Intersegment revenue | 0 | 0 | |
Research and development | (565,000) | (392,000) | |
Operating income (loss) | (477,000) | (1,710,000) | |
Grant income | 31,000 | 5,000 | |
Interest expense | (48,000) | (13,000) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (494,000) | (1,544,000) | |
Research and development | (565,000) | (392,000) | |
Operating income (loss) | (477,000) | (1,710,000) | |
Tangible assets | 5,783,000 | $ 3,958,000 | |
Operating Lease, Right-of-Use Asset | 837,000 | 867,000 | |
Investment in South Korean joint venture | 27,000 | 33,000 | |
Total | 6,647,000 | ||
Total | 4,858,000 | ||
Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 27,000 | 33,000 | |
Corporate, Non-Segment [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 2,000 | |
Intersegment revenue | 0 | (2,000) | |
Research and development | (189,000) | (265,000) | |
Operating income (loss) | (799,000) | (1,220,000) | |
Grant income | 0 | 0 | |
Interest expense | (36,000) | (6,000) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (835,000) | (1,226,000) | |
Research and development | (189,000) | (265,000) | |
Operating income (loss) | (799,000) | (1,220,000) | |
Tangible assets | 530,000 | 669,000 | |
Operating Lease, Right-of-Use Asset | 114,000 | 136,000 | |
Total | 671,000 | ||
Total | 838,000 | ||
Corporate, Non-Segment [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | 27,000 | 33,000 | |
Operating Segments [Member] | Odor-No-More [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 3,543,000 | 600,000 | |
Intersegment revenue | 0 | (2,000) | |
Research and development | 0 | 0 | |
Operating income (loss) | 1,387,000 | 13,000 | |
Grant income | 0 | 0 | |
Interest expense | (2,000) | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 1,385,000 | 187,000 | |
Research and development | 0 | 0 | |
Operating income (loss) | 1,387,000 | 13,000 | |
Tangible assets | 3,392,000 | 2,064,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 3,392,000 | ||
Total | 2,064,000 | ||
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] | |||
Revenue from Contract with Customer, Including Assessed Tax | 6,000 | ||
Intersegment revenue | 0 | ||
Research and development | (134,000) | ||
Operating income (loss) | (426,000) | ||
Grant income | 0 | ||
Interest expense | (10,000) | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (436,000) | ||
Research and development | (134,000) | ||
Operating income (loss) | (426,000) | ||
Tangible assets | 578,000 | 631,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 578,000 | ||
Total | 631,000 | ||
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] | |||
Revenue from Contract with Customer, Including Assessed Tax | 363,000 | 545,000 | |
Intersegment revenue | (188,000) | ||
Research and development | (108,000) | ||
Operating income (loss) | (35,000) | ||
Grant income | 0 | ||
Interest expense | 0 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (35,000) | ||
Research and development | (108,000) | ||
Operating income (loss) | (35,000) | ||
Tangible assets | 505,000 | 441,000 | |
Operating Lease, Right-of-Use Asset | 723,000 | 731,000 | |
Total | 1,228,000 | ||
Total | 1,172,000 | ||
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 | 0 | 0 | |
Intersegment revenue | 0 | 0 | |
Research and development | (135,000) | (197,000) | |
Operating income (loss) | (184,000) | (228,000) | |
Grant income | 31,000 | 5,000 | |
Interest expense | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (153,000) | (223,000) | |
Research and development | (135,000) | (197,000) | |
Operating income (loss) | (184,000) | (228,000) | |
Tangible assets | 223,000 | 194,000 | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | 223,000 | ||
Total | 194,000 | ||
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 Energy Technologies, Inc (BETI) [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 0 | ||
Intersegment revenue | 0 | ||
Research and development | (32,000) | ||
Operating income (loss) | (87,000) | ||
Grant income | 0 | ||
Interest expense | 0 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (87,000) | ||
Research and development | (32,000) | ||
Operating income (loss) | (87,000) | ||
Tangible assets | 628,000 | ||
Operating Lease, Right-of-Use Asset | |||
Total | 628,000 | ||
Operating Segments [Member] | BioLargo Energy Technologies, Inc (BETI) [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | |||
Operating Segments [Member] | Clyra Segment [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | 10,000 | ||
Intersegment revenue | 0 | ||
Research and development | (16,000) | ||
Operating income (loss) | (240,000) | ||
Grant income | 0 | ||
Interest expense | (7,000) | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (247,000) | ||
Research and development | (16,000) | ||
Operating income (loss) | (240,000) | ||
Operating Segments [Member] | BioLargo Engineering, Science & Technologies, LLC [Member] | |||
Intersegment revenue | (170,000) | ||
Research and development | (245,000) | ||
Operating income (loss) | (368,000) | ||
Grant income | 0 | ||
Interest expense | 0 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (368,000) | ||
Research and development | (245,000) | ||
Operating income (loss) | (368,000) | ||
Intersegment Eliminations [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | (170,000) | (188,000) | |
Intersegment revenue | 170,000 | 192,000 | |
Research and development | 170,000 | 194,000 | |
Operating income (loss) | 0 | 0 | |
Grant income | 0 | 0 | |
Interest expense | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |
Research and development | 170,000 | 194,000 | |
Operating income (loss) | 0 | $ 0 | |
Consolidation, Eliminations [Member] | |||
Tangible assets | (73,000) | (41,000) | |
Operating Lease, Right-of-Use Asset | 0 | 0 | |
Total | (73,000) | ||
Total | (41,000) | ||
Consolidation, Eliminations [Member] | Investment in South Korean Joint Venture [Member] | |||
Investment in South Korean joint venture | $ 0 | $ 0 |
Note 12 - Commitments and Con_2
Note 12 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Operating Lease, Expense | $ 83,000 | $ 63,000 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 9 years | ||
Lessee, Operating Lease, Discount Rate | 18% | ||
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 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 20, 2022 | May 12, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Proceeds from Issuance of Common Stock | $ 800,000 | $ 1,202,000 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 225,000 | $ 0 | ||
Clyra Medical [Member] | ||||
Shares Issued, Price Per Share (in dollars per share) | $ 310 | |||
Series A Preferred Stock [Member] | Clyra Medical [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 725 | 725 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 225,000 | $ 225,000 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | |||
Subsequent Event [Member] | Clyra Medical [Member] | Warrant [Member] | ||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||
Shares Issued, Price Per Share (in dollars per share) | $ 372 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Clyra Medical [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 401 | |||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 124,000 | |||
Lincoln Park Capital Fund, LLC [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 545,402 | 1,506,821 | ||
Proceeds from Issuance of Common Stock | $ 105,000 | $ 346,000 | ||
Lincoln Park Capital Fund, LLC [Member] | Subsequent Event [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 567,713 | |||
Proceeds from Issuance of Common Stock | $ 101,000 |