SecProbe.io

Mailstop 4631
April 11,  2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Amendment No. 1 to 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 disclosure.

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 appropriat e, 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. Notwithstanding your response to comment 1 in our letter dated February 21, 2017  in
which you state that the registration statement covers a resale transaction by selling
stockholders, the structure of the offering is not clear.  On the prospectus cover page, y ou
continue to disclose that t he registration statement covers a primary offering of (i)
“15,068,775 shares . . . issuable upon conversion of convertible promissory notes issued
to investors in [y]our 2015 Unit Offering ” and (ii) “ 19,660,544 shares issued or issuable
upon the exercise of stock purchase warrants .” Because the notes and warrants were
convertible/exercisable within 60 days at the time of issuance, the offer and sale of the
underlying shares is deemed to have taken place at that time.  As we advised you in our
prior letter,  a transaction  (in this case, the issuance of the shares upon
conversion/exercise)  that is commenced as a private offering cannot be converted to a
registered offering. Please refer to Question 134.02 of our Securities Act Sections
Compliance and Disclosur e Interpretations. Please advise.

Dennis P. Calvert
BioLargo, Inc.
April 1 1, 2017
Page 2

 Cover Page

2. Please refer to comment 3 in our letter dated  February 21, 2017 .  As c urrently reflected in
the registration statement, it appears that you are seeking to register the resale of
1,361,538 shares that are currently issued and outstanding . If this is the case, p lease
clarify explicitly on the cover page the number of  shares be ing registered for resale on
behalf of selling stockholders. Also clarify the price relating to the secondary offering
and identify the market and trading symbol for the securities offered  on the prospectus
cover page, rather than the facing page of the re gistration statement .

Dilution, page 11

3. We note that the prospectus covers 36,090,857 shares of stock, of which: (i ) 15,068,775
shares are issuable upon conversion of convertible promissory notes issued to investors in
the 2015 Unit Offering; (ii) 19,660,544 shares issued or issuable upon the exercise of
stock purchase warrants; and (iii) 1,361,538 shares are currently  issued and outstanding
as payment for interest on convertible promissory notes.  As such, it is not clear why the
number of outstanding shares would increase by only 32,019,319 shares if all of the
convertible notes subject to this registration are conver ted into common stock and all the
warrants subject to this registration are exe rcised.  Pl ease advise .

Selling Stockholders, page 44

4. We note your disclosure that no selling shareholder, other than natural persons, is a
broker dealer or affiliat e of a broker dealer.  Please make this representation with regard
to all selling shareholders.  In addition, you exempt Freedom Investors Corp from this
representation.  If this entity is a broker dealer, please state that it is an underwriter with
respec t to the shares that it is offering for resale unless the shares were issued as
underwriting compensation.  If this entity is an affiliate of a broker -dealer, please disclose
that:
each selling shareholder purchased the securities in the ordinary course of
business; and
at the time of purchase of the securities to be resold, the selling shareholder
had no agreements or understandings, directly or indirectly, with any person
to distribute the securities.

5. With respect to selling security holders who are  not natural persons, please disclose the
natural person or persons who exercise dispositive voting or investment control with
respect to the Notes to be offered by these security holders. For guidance, please refer to
Question 240.04 of our Regulation S -K Compliance and Disclosure Interpretations.

6. Please revise this table to remove those shares underlying convertible securities, as
discussed in comment 1, above .  In addition, as requested in comment 12 in our letter

Dennis P. Calvert
BioLargo, Inc.
April 1 1, 2017
Page 3

 dated February 21, 2017, please  indicat e how each selling shareholder received the shares
they are registering for resale .

Recent Sales of Unregistered Securities

7. Please disclose the value of the interest payments you paid in stock.

8. Please include disclosure with regard to the securities issued in connection with your
2015 Unit Offering, rather than just the conversion of the offering and payments related
to interest.

Stock for Services, page 52

9. Please revise this section to more specifically describe the nature of the services provided
and confirm to the staff that all material contracts associated with these payments have
been filed by the company.  In addition, you appear to have included sever al line items
that belong in the section titled “stock for payment of interest” in this section.

Exhibit 5.1; Legality Opinion

10. Please revise your legality opinion in accordance with changes to the offering.  In
addition, please note that referencing a s pecific pre -effective in your opinion you will
require you to revise your opinion with each subsequent amendment.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any re view, 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 Att orney  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