BioLargo, Inc. Signs \$10 Million Equity Purchase Agreement with ClearThink Capital Partners

Key Developments Investors Must Know

• BioLargo, Inc. (OTCQX: BLGO) has entered into a significant equity financing agreement with ClearThink Capital Partners, LLC, enabling it to sell up to \$10 million in common stock.
• The transaction relies on the effectiveness of a registration statement covering resale of the shares, to be filed promptly with the SEC.
• The deal provides BioLargo with financial flexibility and potential capital infusion for corporate purposes, subject to certain conditions and limitations.

Detailed Overview of the Agreement

On March 19, 2026, BioLargo, Inc., a Delaware corporation and innovator in environmental technologies, entered into a Purchase Agreement with ClearThink Capital Partners, LLC (“Investor”). The agreement allows BioLargo to issue and sell, at its discretion, up to \$10 million of its common stock, par value \$0.00067 per share (the “Purchase Shares”), to the Investor over the term of the agreement.

The arrangement is structured as an “equity line,” granting BioLargo the right, but not the obligation, to draw funds by selling registered shares at prevailing market prices. The number of shares to be sold in each transaction is subject to specific limitations, including the lesser of \$500,000 or 300% of the average trading volume over the previous eight trading days.

The Investor, ClearThink, is an accredited investor under Rule 501(a)(3) of Regulation D and has represented compliance with applicable securities laws. The securities will be offered in reliance on exemptions from SEC registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

Important Shareholder and Market-Sensitive Information

• Mandatory Registration Requirement: BioLargo must file a registration statement (Form S-1) with the SEC within 30 days of executing the agreement to cover resale of shares by the Investor. The Company must use its best efforts to keep the registration statement effective and current, allowing ClearThink to resell shares on the open market.
• Potential Impact on Share Value: The issuance of up to \$10 million in new shares may lead to dilution for existing shareholders. The price per share for each purchase is determined based on market prices at the time of each drawdown, which could pressure the stock price depending on the size and frequency of sales.
• Commitment Shares: In connection with the agreement, BioLargo will issue “Commitment Shares” to the Investor, deemed earned upon execution of the agreement. The specific number of Commitment Shares is not disclosed in the summarized pages, but their issuance is a cost of securing the financing.
• Limitation on Beneficial Ownership: The Investor cannot own more than 9.99% of BioLargo’s outstanding shares at any time as a result of this agreement, ensuring no change of control through this mechanism.
• Use of Proceeds: Net proceeds are to be used for general corporate purposes at the discretion of the Company, providing BioLargo with flexibility for growth initiatives, working capital, or other needs.
• Prohibition on Short Sales and Hedging: ClearThink and its affiliates are prohibited from engaging in short sales or hedging transactions involving BioLargo’s common stock during the term of the agreement.
• Termination and Events of Default: The agreement details various events that could trigger a default and termination, including delisting from OTCQX, SEC stop orders, bankruptcy events, or breaches of representations and warranties.

Additional Disclosures and Representations

Both parties provide detailed representations and warranties. BioLargo affirms the accuracy and completeness of its SEC filings, ongoing compliance with applicable laws (including Sarbanes-Oxley and environmental laws), and absence of material adverse changes or undisclosed related party transactions. The Company also commits to timely public disclosure regarding the transaction and to maintaining listing and transfer agent arrangements for its shares.

The Investor affirms its status as an accredited investor, its intent to acquire securities for investment, and its understanding of the risks involved. The agreement also restricts assignment of rights and requires mutual cooperation for regulatory filings and public disclosures.

What This Means for Investors

This transaction provides BioLargo with access to up to \$10 million in growth capital, enhancing its ability to fund operations, invest in new opportunities, and strengthen its balance sheet. However, the at-the-market nature of the sales means new shares may be issued at prevailing prices, which could create downward pressure on the stock if not matched by increased business performance or market demand.

Shareholders should monitor subsequent filings, including the registration statement and drawdown notices, as they will provide further detail on the pace and terms of share issuance. The potential for dilution is material, and investors should consider this in their assessment of the Company’s valuation and prospects.

Disclaimer

The information provided above is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are encouraged to review all SEC filings and consult with a qualified financial advisor before making investment decisions. The author and publisher are not responsible for any investment actions taken based on the content of this article.

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