UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 1, 2010
BioLargo,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-19709
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65-0159115
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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16333
Phoebe, La Mirada, CA
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90638
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (949) 643-9540
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement
On
February 1, 2010, BioLargo, Inc. (the “Company”) and its Chief Financial Officer
Charles K. Dargan, II agreed to extend the engagement agreement dated February
1, 2008 (the “Engagement Agreement”, which had been previously extended by one
year by agreement dated February 23, 2009), pursuant to which Mr. Dargan served
as the Company’s Chief Financial Officer for a period of two years, through
January 31, 2010. The Engagement Extension Agreement dated as of February 1,
2010 (the “Engagement Extension Agreement”) provides for an additional one-year
term effective February 1, 2010 (the “Extended Term”). During the Extended Term,
Mr. Dargan will continue to receive a fee of $4,000 per month, which amount
will be increased to $8,000 in months during which the Company files its
periodic quarterly and annual financial reports with the Securities and Exchange
Commission.
In
addition to the cash compensation specified above, Mr. Dargan will be issued
stock options over the Extended Term. Each option will allow Mr. Dargan to
purchase 10,000 shares of the Company’s common stock, and will be granted on the
last business day of each month commencing February 2010 and ending January
2010, provided that the Engagement Extension Agreement with Mr. Dargan has not
been terminated prior to each such grant date, at an exercise price equal to the
closing price of a share of the Company’s common stock on each grant date, each
such option to be fully vested upon grant.
Mr.
Dargan will continue to be reimbursed for business expenses he incurs in
connection with the performance of his services as the Company’s Chief Financial
Officer. All other provisions of the Engagement Agreement not expressly amended
pursuant to the Engagement Extension Agreement remain the same, including
provisions regarding indemnification and arbitration of disputes.
Item 5.02
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Departure
of Directors of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 1, 2010, the Company’s Compensation Committee issued options and a
restricted stock award pursuant to the Company’s 2007 Equity Incentive Plan to
certain employees, outside consultants and professionals who had provided
services to the Company during 2008 and 2009, consistent with management’s
recommendations to the committee.
In total,
options to purchase an aggregate 1,060,000 shares of the Company’s common stock
were issued, at an exercise price of $0.575 per share, which price was $0.075
more than the $0.50 closing price of the Company’s common stock on the date of
grant. Of the options issued, the following options were issued to the Company’s
principal executive officer, principal financial officer, and named executive
officers, as set forth in the following table:
Name
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Position
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Number
of Shares
Underlying
Options
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Dennis
P. Calvert
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President
and
Chief
Executive Officer
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200,000
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Charles
K. Dargan II
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Chief
Financial Officer
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60,000
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Kenneth
R. Code
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Chief
Technology Officer
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200,000
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Joseph
L. Provenzano
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Secretary,
VP of Operations
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200,000
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Total
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660,000
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With one
exception, the options issued expire ten years from the date of grant (the
option issued to Mr. Code expires five years from the date of
grant).
In
addition to the options issued, the Compensation Committee issued one restricted
stock award of 200,000 shares to an individual who had provided services to the
Company during the years 2008 and 2009, and continues to provide services to the
Company. The shares issued are restricted from transfer for a period of two
years from the date of grant.
Effective
February 4, 2010, the Company has relocated its principal executive office to
16333 Phoebe, La Mirada, California, pursuant to a sublease with the E.T. Horn
Company.
Item 9.01
Financial Statements and Exhibits
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†10.1
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Engagement
Extension Agreement dated as of February 1, 2010 between BioLargo, Inc.
and Charles K. Dargan, II.
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†
Management
contract or compensatory plan, contract or
arrangement
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
February 4, 2010
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BIOLARGO,
INC.
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By:
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/s/
Dennis P. Calvert
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Dennis
P. Calvert
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President
and Chief Executive Officer
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