BLGO

Also see “ Forward-looking Statements ” in Part I, Item I, above.
For the year ended December 31, 2025 we recorded a net loss of $15,189,000, of which $3,886,000 was a credit loss expense resulting from a customer's contractual defaults (see Note 2 , " Allowance for Credit Losses "), and which is the subject of litigation (see Note 14 ), compared to a net loss of $4,347,000 for the year ended December 31, 2024.
At December 31, 2025, we had $3,883,000 in cash and cash equivalents.
We have funded the majority of our activities through the issuance of equity securities, both at corporate level (BioLargo Inc.) and through direct third-party investments in our subsidiaries (such as Clyra Medical ( see Note 10 ) and BETI ( see Note 9 )).
Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, the rate of client adoption of our products, and the efforts and success of third parties, such as the companies distributing our medical products.
We may continue to incur losses and experience negative cash flows from operations for the foreseeable future, and intend to continue to raise additional capital on acceptable terms.
For the year ended December 31, 2025, we used $8,297,000 cash in operations, and at December 31, 2025, we had a working capital of $51,000 and current assets of $5,114,000.
We expect to continue to use cash for the foreseeable future as it becomes available to advance our developing technologies, ramp up staffing to accommodate growth and increase support infrastructure, and expect to continue to need to sell our securities to fund operations at both the corporate level (BioLargo Inc.) and through our subsidiaries.
Our auditor’s report for the year ended December 31, 2025, includes an explanatory paragraph in their audit opinion stating that our recurring losses from operations raise substantial doubt about our ability to continue as a going concern.
We have relied on private securities offerings, as well as sales of stock to Lincoln Park Capital Fund, LLC (see “ Share Purchase Agreement with Lincoln Park ” above), to provide cash needed to close the gap between operational revenue and expenses.
Our agreement with Lincoln Park expired February 1, 2026.
Although we do not intend to enter into a new purchase agreement with Lincoln Park, we are negotiating terms of a similar arrangement with a third party.
Furthermore, our ability to rely on private financing from individual investors may change due to many economic factors outside of our control, including whether the United States enters a recession, the Dow Industrial Average or Nasdaq composite decline significantly, interest rates rise, real estate values decline, international events affect the global economy, or many other factors that impact private investors’ willingness to invest in high-risk companies.
During the year ended December 31, 2025, we (i) sold $2,122,000 of our common stock to Lincoln Park ( see Note 3 ), (ii) sold $215,000 of our common stock and warrants to accredited investors (see Note 3 and Note 6 ), (iii) sold $2,339,000 of Clyra Medical common stock and $2,145,000 of Clyra Medical Series B Preferred Stock ( see Note 10 ), and $425,000 from the sale of BETI common stock ( see Note 9 ).
The sale of stock is dilutive to our existing stockholders, and the stockholders of our subsidiaries.
A significant portion of our revenues has historically come from the sale of private label products.
In 2025, our largest private-label customer ceased purchasing products from us, and as a result our annual revenues decreased by 56% as compared to the prior year.
This customer failed to pay for products purcahsed from us and for license royalties, and we are involved in litigation with them.
(See subheading Credit Loss Expense, Pooph Litigation in Results of Operations below.) While we intend to defend our interests vigorously, litigation is inherently uncertain and adverse judgments, settlements, injunctions, or government actions could occur.
These outcomes could require substantial payments, restrict or delay aspects of our operations, divert management time, increase insurance or legal costs, or otherwise negatively affect our financial condition and results of operations.
We cannot predict the timing, outcome, or ultimate impact of any pending matter, or whether, if we were to prevail in such litigation, we would be able to collect on any judgment we obtain.
This leads to unpredictability in use and sales patterns for, especially, our CupriDyne Clean product line which accounts for 76% of our total revenue.

Gone since FY2024

Also see “Forward-looking Statements” above.
We recorded net loss of $4,347,000 for the year ended December 31, 2024, and a net loss of $4,648,000 for the year ended December 31, 2023.
At December 31, 2024, we had $3,548,000 cash and cash equivalents.
We have funded the majority of our activities through the issuance of equity securities, both at corporate level and through direct third-party investments in our subsidiaries.
Although we are devoting more energy and money to our sales and marketing activities, and our revenues have increased year-over-year for the last eight years, we continue to anticipate net losses and negative cash flow for the foreseeable future.
Our ability to reach positive cash flow depends on many factors, including our ability to fund sales and marketing activities, the rate of client adoption of our products, and the efforts and success of third parties, such as Ikigai Marketing Works that sells an odor-control product for pets based on our technology.
We may continue to incur losses and experience negative cash flows from operations for the foreseeable future.
If we cannot achieve positive cash flow from operations or net income, we may need to raise additional capital on acceptable terms.
For the year ended December 31, 2024, we used $3,206,000 cash in operations, and at December 31, 2024, we had working capital of $4,489,000, and current assets of $7,137,000.
Although our revenues are increasing through sales of our private-label products and from our engineering division, we expect to continue to use cash for the foreseeable future as it becomes available to advance our developing technologies, ramp up staffing to accommodate growth and increase support infrastructure for our growing business, and expect to continue to need to sell our securities to fund operations.
Our auditor’s report for the year ended December 31, 2024, includes an explanatory paragraph in their audit opinion stating that our recurring losses from operations raise substantial doubt about our ability to continue as a going concern.
We have relied on private securities offerings, as well as sales of stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”; see Part II, Item 9B), to provide cash needed to close the gap between operational revenue and expenses.
Our ability to rely on private financing may change if the United States enters a recession, if the Dow Industrial Average or Nasdaq composite decline significantly, if interest rates rise, if real estate values decline, if international events affect the global economy, or many other factors that impact private investors’ willingness to invest in high-risk companies.
During the year ended December 31, 2024, we (i) sold $260,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 3), (ii) sold $334,000 of our common stock and warrants to accredited investors (see Notes 3 and 6), (iii) sold $2,005,000 of Clyra common stock (see Note 10), and $50,000 from the sale of BETI common stock (see Note 9).
These are dilutive to our existing stockholders, and the stockholders of our subsidiaries.
A significant portion of our revenues - approximately 77% - comes from the sale of private label products.
If they curtail their marketing efforts, currently through national television advertising, our sales to them could decrease.
If they discontinue their marketing campaign, our sales to them would be significantly reduced.
A significant portion of our revenue is concentrated with one customer selling one product line.
In the year ended December 31, 2024, one customer selling our pet odor control products under a private label accounted for 77% of our total revenue.
In the prior year, that one customer accounted for 82% of our total revenue.
A disruption in our relationship with this customer would adversely affect our results of operations.
The customer's demand for our products may fluctuate due to factors beyond our control, including their willingness to spend money on advertising, the success of such advertising, their success of selling to retail accounts, and their reliance on the marketing and sale of a single line of products.
Any significant reduction in orders from this customer could have a material adverse effect on our business, results of operations, or financial condition.
Our revenue growth rate may not be indicative of future performance and may slow over time.
Although our revenues have grown over the last several years and in recent quarters, our revenue growth rate may slow over time for a number of reasons, including increasing competition, market saturation, slowing demand for our products and services, increasing regulatory costs and challenges, and failure to capitalize on growth opportunities.
This leads to unpredictability in use and sales patterns for, especially, our CupriDyne Clean product line which accounts for 77% of our total revenue.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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