biolargo_10knt-123109.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form
N-SAR [ ] Form
N-CSR
For
Period Ended: December 31, 2009
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[
] Transition Report on Form 10-K
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[
] Transition Report on Form 20-F |
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[
] Transition Report on Form 11-K |
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[
] Transition Report on Form 10-Q |
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[
] Transition Report on Form
N-SAR |
For the
Transition Period Ended:
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Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
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PART
I - REGISTRANT INFORMATION
BIOLARGO,
INC.
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Full Name
of Registrant
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Former
Name if Applicable
16333
PHOEBE AVE
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Address
of Principal Executive
Office
(Street and Number)
LA
MIRADA, CA 90638
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City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a) |
The reason described
in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or expense. |
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(b)
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The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F,
11-K or Form N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date;
and |
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(c)
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The
accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if
applicable. |
PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed period. (Attach Extra Sheets if Needed)
The
Registrant recently completed a multifaceted licensing transaction with multiple
parties that required significant time on the part of management in the effort
of negotiation and documentation. These transactions are significant to the
Registrant, and the Registrant believes their disclosure was material to its
annual report on Form 10-K. The efforts to complete the transactions and prepare
the required disclosure impacted the Registrant’s ability to timely file its
Form 10-K.
In
addition, during the normal course of the audit of its financial statements for
the year ended December 31, 2009, significant accounting issues arose concerning
the valuation of the Registrant’s intellectual property recorded on the balance
sheet. After considerable analysis and managerial discussion, it was determined
that the intellectual property asset was impaired. This analysis increased the
time required to finalize its financial statements and footnotes, and thus
delayed the completion of the Form 10-K.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact to this notification
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John
R. Browning, Esq.
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949
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244-5053
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months (or for such shorter) period that the registrant was
required to file such reports) been filed? If answer is no, identify
report(s).
[X]
Yes [ ] No
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[X]
Yes [ ] No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Registrant anticipates that its revenues from operations during the year ended
December 31, 2009, will be approximately $138,133, compared with $0 in
revenues from operations during the year ended December 31, 2008. The Registrant
anticipates that its cost of goods sold during the year ended December 31,
2009 will be approximately $114,551, compared with $0 in cost of goods sold
during the year ended December 31, 2008. The Registrant anticipates that its
Selling, General and Administrative expenses will be $3,960,570 for the year
ended December 31, 2009, compared to $4,829,061 for the year ended December
31, 2008, a decrease of $868,491.
The
increase in revenues and costs of goods in the Registrant’s Statement of
Operations is attributable to the May 2009 launch of commercial products based
on the Registrant's BioLargo technology, under the “Odor-No-More” brand. The
decrease in Selling, General and Administrative expenses is primarily related to
a reduction in non-cash stock option compensation expenses and a reduction in
legal fees.
The
Registrant anticipates that interest expense will increase to approximately
$1,626,230 for the year ended December 31, 2009, compared to $1,141,153 for
the year ended December 31, 2008. The increase in interest expense in the
Registrant’s Statement of Operations is primarily attributable to additional
amortization charges due to the extension and revaluation of the warrants issued
in by the Registrant in a private securities offering which it commenced in
2006.
The
Registrant further anticipates that it will record an impairment expense of
$8,781,133 for the year ended December 31, 2009. The anticipated impairment is
related to the Registrant’s intangible assets which included certain licensing
rights and agreements acquired from IOWC Technologies, Inc., in April 2007.
Management performed its assessment of the fair value of the intangible assets
for the year ended December 31, 2009, and analyzed the projected cash flow
from the assets discounted at appropriate rates, the length of time to full
development of the cash flow potential and the current recessionary state of the
world-wide economy.
The
Registrant anticipates that its net loss for the year ended December 31,
2009 will be approximately $15,612,532, compared to a net loss for the year
ended December 31, 2008 of $7,142,750. The increase in net loss for the year
ended December 31, 2009 is primarily attributable to the impairment of the
Registrant’s intangible assets, and also increases in research and development
and interest expense offset by decreases in selling, general and administrative
expenses.
The
Registrant’s total cash and cash equivalents was $135,350 at December 31,
2009, and it generated revenues of $138,133 in the year ended December 31,
2009, which amount was not sufficient to fund its operations. It incurred
negative cash flow from operating activities of $1,369,394 for the year ended
December 31, 2009, and had had negative working capital of $3,300,820 for the
year ended December 31, 2009. The Registrant does not have enough cash or
source of capital to pay its accounts payable and expenses as they arise, and
has relied on the issuance of stock options and common stock, as well as
extended payment terms with its vendors, to continue to
operate.
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BIOLARGO,
INC.
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: March 31,
2010
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By:
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/s/ Dennis
P. Calvert |
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Name:
Dennis P. Calvert |
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Title:
President and C.E.O. |
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