SecProbe.io

Mailstop 4631

February 21, 2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
  File No. 333 -215730

Dear Mr. Calvert :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disc losure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you are seekin g to register the offer and sale of 14,685,105 shares issuable
upon the conversion of outstanding convertible promissory notes and 18,344,771 shares
issuable upon the exercise of outstanding c ommon stock purchase warr ants.  It appears
that you commenced this transaction privately  in your 2015 Unit Offering and th e
convertible notes and the warrants are immediately exercisable, i.e.,
convertible/ex ercisable within 6 0 days at the time of issuance.  Please note that a
transaction that is commenced as a private offering cannot be converted to a registered
offeri ng.  Please refer to Question 134.02 of our Securities Act Sections Compliance and
Disclosure Interpretations .  Please revise the registration statement to eliminate the offer
and sale of the  common shares issuable upon conversion and exercise of the convertible
notes and warrants.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 2

 2. Please note the updating requirements of Rule 8 -08 of Regulation S -X and update your
financial statements and financial information throughout the  filing accordingly.

Cover  page

3. Please clarify explic itly on the cover page that the 2,973,832 shares are being registered
for resale on behalf of selling stockholders.  Also clarify the price relating to the
secon dary offering.  Please identify the market and trading symbol for the securities
offered .

Table of Contents

4. Please make sure all the sections have been included in your table of contents; for
example, we note the “Selling Stockholders” section is not included.  In addition, please
be consistent with your terminology.  We note you refer both to “selling sharehold ers”
and “selling stockholders”.

Management’s Discussion and Analysis, page 26

5. Please remove your references to Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 as these safe harbors for forward -looking
statements do not apply to issuers of penny stock.

6. We remind you that, in addition to your discussion of the results of operations for the
three and nine months ended September 30, 2016 and 2015, you should also discuss your
results of operations with respe ct to the most recent fiscal year  for which an income
statement is provided compared to the corresponding year  of the preceding fiscal year.
Please revise as nec essary.  Refer to Item 303 of Regulation S -K.

Cost of Goods Sold, page 26

7. You disclose that cost of goods sold includes the proportions of salaries and expenses
related to the sales and marketing efforts of your products.  Please tell us and clarify your
disclosure to explain why you believe it is appropriate to include these expenses within
cost of goods sold instead of selling, general and administrative expenses.

Liquidity and Capital Resources, page 27

8. You disclose on pages 28 and F -5 that you had $290,076 of accounts payable and accrued
expenses as of September 30, 2016.  Per your balance s heet on page F -1, you disclose a
balance of $226,189 for accounts payable and accrued expenses as of September 30,
2016.  Please revise your disclosure accordingly.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 3

 Executive Compensation, page 34

9. Please update this section, and the section disclosing director compensation, to reflect the
last completed fiscal year .  See Question 117.05 of Compliance & Disclosure
Interpretations relating to Regulation S -K.

Related Party Transactions, page 42

10. To the extent any of the transactions referenced in the second paragraph of this section
exceeded $120,000, please provide the disclosure required by Item 404 of Regulation S -
K.

One Year Notes, page 44

11. Please clarify the  amounts received and  number of investors in these offerings . ;We note
on page 28 you ref er to six investors and a different capital amount.

Selling Stockholders, page 45

12. Please indicate how each selling shareholder received the shares they are registering for
resale.

Financial Statements for the Period Ended September 30, 2016

Note 4 – Debt Obligations, page F -9

13. Please note that the table summarizing your debt obligations as of September 30, 2016
does not equal $5,447,876, since you did not include in your table the convertible notes
of $280,000 that have a maturity date of July 8, 201 7.  Please revise.

Financial Statements for the Year Ended December 31, 2015

Consolidated Statements of Stockholders’ Equity (Deficit), page F -21

14. Please ensure that the number of shares of common stock as presented here agrees to the
number of shares of  common stock per your balance sheet.  For example, you had
85,648,015 shares of common stock as of December 31, 2015 per your equity statement,
while your balance sheet indicates you had 85,803,467 shares of common stock as of
December 31, 2015.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 4

 Note 1  – Business and Organization, page F -23

Consolidated Balance Sheets, page F -19

15. Please  revise  your presentation of s tockholders ’ equity (deficit) on the face of the balance
sheet here and on page F -1 to separately disclose total s tockholders ’ equity  (defi cit)
attributable to BioLargo, Inc.  and total stockholders’ equity (deficit) attributable to your
non-controlling interests.  You should then present an aggregate total of all shareholders’
equity.  Refer to ASC 810 -10-45-16 and 810 -10-55-4I.

Outlook, pag e F-23

16. You disclose in paragraph one that you had a net stockholders’ deficiency as of
December 31, 2015.  It appears that you actually had stockholders’ equity as of
December 31, 2015.  Please revise your disclosure accordingly.

Note 2. Summary of Signi ficant Accounting Policies, page F -24

Recent Accounting Pronouncements, page F -27

17. Please revise your disclosure to state that entities are required to apply ASU 2014 -09 for
annual periods beginning after December 15, 2017 instead of December 15, 2018.

Note 11. Provision for Income Taxes, page F -43

18. Please disclose the expiration dates of your net operating loss carry -forwards, as required
by ASC 740 -10-50-3.

Recent Sales of Unregistered Securities, page 50

19. Please include all unregistered sales of  securities by the Company within the past three
years, including the shares issued as compensation in lieu of salary.  For each sale, please
provide the information required by Item 701 of Regulation S -K.  With regard to
issuances of stock to employees, v endors, and consultants for services, please include a
specific breakdown of who received shares, when you issued the shares , and the
exemption from registration upon  which you have relied.

Exhibit Index

20. Your footnotes do not reference the correct filings; please file the material exhibits
(governing the note, warrant, and share issuances) with your next amendment.

21. Please update your terminology to be consistent with your Description of Offerings
section .

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 5

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or John Cash,
Accounting Branch Chief  at (202) 551 -3768  if you have questions regarding comments on the
financial statements and related matters.  You may contact Kate McHale, Staff Attorney  at (202)
551-3464 or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction