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SEC Comment Letter for BIOLARGO, INC. (BLGO) (CIK 0000880242) (BLGO) — Sep 19, 2019

BIOLARGO, INC. (BLGO) (CIK 0000880242)
Date: Sept. 19, 2019 · CIK: 0000880242 · Accession: 0000000000-19-013736

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File numbers found in text: 333-220482

Date
September 18, 2019
Author
Not clearly detected
Form
UPLOAD
Company
BIOLARGO, INC. (BLGO) (CIK 0000880242)

Letter

September 18, 2019 Dennis P. Calvert Chief Executive Officer BioLargo, Inc. 14921 Chestnut Street Westminster, CA 92683 Re:BioLargo, Inc. Post-Effective Amendment to Form S-1 Filed August 30, 2019 File No. 333-220482 Dear Mr. Calvert: We have reviewed your post-effective amendment and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Post-Effective Amendment to Form S-1 filed August 30, 2019 General 1.This post-effective amendment was filed to update the financial information in your Form S-1, which last contained audited financial statements for the fiscal year ended December 31, 2017. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities using the prospectus from April 30, 2019 and the present, during which time the audited financial statements in the prospectus were not current.

FirstName LastNameDennis P. Calvert Comapany NameBioLargo, Inc. September 18, 2019 Page 2 FirstName LastName Dennis P. Calvert BioLargo, Inc. September 18, 2019 Page 2 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. Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing and Construction cc: Christopher A. Wilson

Show Raw Text
September 18, 2019
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut Street
Westminster, CA 92683
Re:BioLargo, Inc.
Post-Effective Amendment to Form S-1
Filed August 30, 2019
File No. 333-220482
Dear Mr. Calvert:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Post-Effective Amendment to Form S-1 filed August 30, 2019
General
1.This post-effective amendment was filed to update the financial information in your Form
S-1, which last contained audited financial statements for the fiscal year ended December
31, 2017.  Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more
than nine months after the effective date of the registration statement, the [audited
financial] information contained therein shall be as of a date not more than sixteen months
prior to such use."  Please tell us whether you engaged in the offer or sale of your
securities using the prospectus from April 30, 2019 and the present, during which time the
audited financial statements in the prospectus were not current.

 FirstName LastNameDennis P. Calvert
 Comapany NameBioLargo, Inc.
 September 18, 2019 Page 2
 FirstName LastName
Dennis P. Calvert
BioLargo, Inc.
September 18, 2019
Page 2
            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.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Christopher A. Wilson