Form 8-K - Current report

 

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): June 4, 2024 (May 31, 2024)

 

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant as Specified in its Charter

 

Colorado		000-19333		84-1176672
State or Other Jurisdiction of Incorporation		Commission File Number		IRS Employer Identification Number

 

9 East Park Court

Old Bethpage, New York 11804

Address of Principal Executive Offices, Including Zip Code

 

516-586-5643

Registrant's Telephone Number, Including Area Code

 

Not applicable

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 21, 2024 William O’Neill, then Chief Executive Officer and a Director of the Company, informed other members of the Company’s Board of Directors (by email) of his intention to resign from his positions with the Company. After review and discussion in a Board meeting held over two days, on May 30, 2024 the Board accepted his resignation effective midnight May 31, 2024.

 

On May 30, 2024, the Board of Directors appointed S. Craig Scott, the Company’s Head of Business Development, to the Company’s Board of Directors, effective June 1, 2024.

 

On May 30, 2024 the Board of Directors accepted the offer of Mr. Gregory Schoener, a shareholder of the Company, to assist the process of ‘filling the gaps’ created by Mr. O’Neill’s resignation (and the passing of Dominic Bassani (then the Company’s Chief Operating Officer(COO)) last November). Mr. Schoener will assume the COO position on an interim basis. The scope of Mr. Schoener’s duties and responsibilities will be defined during the month of June (but will not include direct responsibilities related to the Company’s SEC reporting obligations). He will serve on an ‘independent contractor/consulting’ basis at this time. His compensatory arrangements have not yet been negotiated and/or finalized. We welcome Mr. Schoener to our senior executive team. See Exhibit 10.1.

 

Item 7.01  Regulation FD Disclosure.

 

On June 3, 2024, the Company issued a press release entitled “Bion Announces Changes in Leadership and Approach” which press release has been placed on the Investors page of our website.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
10.1		S. Craig Scott resume
10.2		Gregory Schoner background email (May 28, 2024)
99.1		Press Release titled “Bion Announces Changes in Leadership and Approach” (dated June 3, 2024)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

SIGNATURE

 

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.

 

	BION ENVIRONMENTAL TECHNOLOGIES, INC.
	By:	/s/ Mark A. Smith
Date:  June 4, 2024	Name:	Mark A. Smith, President

 

 

 

Exhibit 10.1

 

 

 

Stephen Craig Scott

[e-mail]

 

 

I have been involved in public companies and corporate finance for more than 40 years, including 30 years of association with Bion. I have gained experience in all phases of the capital markets, from retail sales, management and investment banking on the B/D side to corporate finance, investor relations and buy- and sell-side marketing from the issuers’ perspective. I maintain a large investment banking and services network through regular attendance at a variety of investment and capital conferences, due diligence organizations and institutional forums. My primary assets are my communication and presentation skills, a broad knowledge of the securities industry, coupled with 30 years of hands-on education about livestock, their environmental impacts, and technology solutions for those impacts.

Interests: travel, fishing, hunting, wildlife and habitat conservation

63 years old, married, 3 children

Education:

Graduated Billings West High School, Billings MT, 1978, National Merit, National Honor Society

Attended Montana State University (Pre-veterinary medicine), DNG, got married and went to work with my father’s investment advisory firm in 1981.

Attended various business classes at Metro State College/Denver University.

Work History:

Licensed with the NASD in 1981, I held registered representative (retail) through management, due diligence and investment banking positions with various firms through 1996. At that time, I surrendered my securities license voluntarily and with no regulatory history to work for Bion.

June 1996 to Jan 2001 With Bion I handled in-house investor and broker relations and was responsible for raising capital, development of marketing materials, shareholder relations, B/D marketing. I gave presentations to hundreds of groups, including investment banking conferences, B/D and branch office due diligence meetings, B/D investor conferences, service clubs, investment clubs, Economic Development Councils and many others.

Jan 2001 to February 2006 Consultant to Bion.

April 2001 to August 2006 Various positions with publicly traded companies, highlighted by Tri-Valley Corp (AMEX: TIV), a Bakersfield, CA-based oil exploration company, and Cano Petroleum (AMEX: CFW), a Fort Worth, TX-based oil and gas production company. During my tenure, TIV went from $4/share to a high of $17.50 and was 2004’s #4 AMEX performer (Overall) and #1 AMEX performer (Energy/Resource). At CFW, I was instrumental in raising $160M in debt and equity, uplisting to the AMEX, increasing institutional ownership from five to 50 percent, and taking share price from $4 to $10.50.

August 2006 to present Various senior positions with Bion.

 

Exhibit 10.2

 

 

From: Greg Schoener <XXXXXXXX>
Sent: Tuesday, May 28, 2024 7:20 PM
To: Craig Scott <[e-mail]>
Subject: Background and experience

 

 

Craig,

As discussed, I do not have a CV or resume since I have not had a need for either dating back to approx. the year 2000. I think we both agree that this opportunity has developed rather quickly and unexpectedly. Since I do not have a CV or resume, please allow me to provide you with my employment and company journey since I graduated college in 1991

1991-1996  - various sales roles with start up medical companies

1997-2000 - I was a commissioned sales representative with a new Houston based company (Houston Hospital Services) that represented medical companies that did not have a sales force or desired more coverage with a team that had over 100 years collective experience in the Houston hospital market. In 2000 I was approached by our largest manufacturer to become the Vice President of Sales for a small specialty company they purchased and were expanding nationwide.

2000-2006 - I passed on the VP role mentioned and switched industries based on a desire to be an "at home" father and not travel as required by the VP role. I joined a local independent masonry brick distributor (Upchurch Kimbrough) in a sales capacity. In approximately late 2000 I was offered a partnership with the two owners to start a new company (Touchstone Building Products) to focus on acquiring new technology to market to the loyal Architectural customer base. In 2006 I accepted a buyout offer from the partners.

 

2007-2009  - After a business purchase fell through, I took over a failing residential lighting distributorship to help fund another venture ( electrical contracting business). Eventually I abandoned that venture due to lack of confidence in the operating partner (former sales person)

2008 - 2020 - Through the lighting and electrical venture I encountered an opportunity to start a masonry installation business. I saw an opportunity to utilize my masonry distribution background and supply contacts and create a competitive advantage versus the competition. Through the years GWS Services grew to Houston's largest commercial masonry installation companies. The keys to the success of GWS Services were creating a competitive advantage, executing that advantage, customer relations, and budget/fiscal responsibility. In September of 2020 I closed on the sale of the company to a private equity buyer.

2021 - Present - The private equity buyer filed Ch 7 bankruptcy 51 weeks after the purchase so I re-entered the market with a new entity ( Axis Masonry and Stucco). Presently I am also a partner in an industrial park project where I have assumed the role of COO to keep the project focused and executing in a timely manner.

Although this opportunity was not one that was envisioned just a few weeks ago, I see it as an opportunity to utilize valuable skills, insite, and knowledge I have learned through my journey to date. I can look back on my career and see how each position provided a foundation and pathway to the next opportunity. 

Houston Hospital Services - Allowed me as a inexperienced 29 year old to sit and listen to seasoned and successful entrepreneurs strategize and explore market timing on new technology

Upchurch Kimbrough - One of the owners (and eventual partner) was former VP of Sales for the largest brick manufacturer in the world. He mentored me on the importance of contract negotiations, product pricing, and market trends

GWS Services - Through this journey I learned sales and operations are two completely different segments of the business. Although they are co-dependent on each other, they require different skill sets to manage and very few individuals can manage both.  Operations requires defined budgets and targets and a focused accountability of meeting the budgets and targets. The average sales person cannot focus on numbers and the average operations person does not have the ability to persuade a potential customer to buy a product or service. 

Thanks for the opportunity we are discussing. Although my past of medical and construction does not seem to be a fit for a beef or industrial waste technology,  I have come to realize through my journey and investments that learning the "business" is far easier than someone trying to learn to build and operate a business that has not already acquired that skill set.

Thanks for now

 

Greg Schoener

(XXX)XXX-XXXX cell

 

Axis Masonry and Stucco

GTS Concrete

GWS Development

 

Exhibit 99.1

 

 

Bion Announces Changes in Leadership and Approach

June 3, 2024. New York. New York. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock waste treatment technology and premium sustainable beef, announced several leadership changes as it refocuses on execution and commencing project development.

Bion has accepted the resignation of Bill O’Neill, its Chief Executive Officer, which became effective on June 1. Mr. O’Neill is departing to pursue other interests. He will work with Bion management through the end of June to help ensure a smooth transition. Mr. O’Neill’s resignation from Bion’s Board of Directors was also accepted.

Greg Schoener has assumed the role of Chief Operating Officer on an interim basis, effective June 1. He has also joined Bion’s Board of Directors. Mr. Schoener is a successful business owner and operator, serving the construction industry in Houston, Texas. He brings broad business management experience, with an emphasis on mission-focused execution and accountability. Greg has been a Bion shareholder since late-2020.

Craig Scott has joined the Company’s Board of Directors, effective June 1. Craig has served Bion in several senior positions, dating back to 1996. Along with his current duties, Mr. Scott will assume a broader management role for Bion, including business development.

Mark Smith, Chairman of the Board of Directors and Bion’s President and counsel, was slated to retire at the end of June 2024. Mr. Smith has agreed to continue to perform his duties for the time being to assist Bion in its transition. The remainder of Bion’s Board members, Bill Rupp, Salvatore Zizza, Ed Schafer, and Jon Northrop will also continue in their roles. More additions to the team and Board can be expected.

Bion is focused on its capital needs and completing third-party engineering of the Ammonia Recovery System at Fair Oaks. Bion continues to pursue its sustainable beef opportunity and expects to identify and commence a project in the near term. Bion believes the ARS can provide cost-effective ‘standalone’ ammonia control for anaerobic digestion (AD) of concentrated industrial organic waste streams. We are especially focused on meat packing/slaughter waste, which is similar to the animal manure waste stream for which the technology was developed. US EPA has proposed tougher discharge standards for the packing/slaughter industry.

Craig Scott stated, “We welcome Greg and his experience to the team. We think his strong and thoughtful leadership, along with his perspective as a major shareholder, are just what we need to navigate the challenges we face today and the opportunities in front of us.”

Greg Schoener stated, “I’m excited by the challenge and the opportunity to help Bion live up to its enormous potential. We’re going to start by establishing a culture of budget and fiscal responsibility, execution, and accountability. We’re not changing direction, just our path. We’re getting back on the one that made sense to me when I invested in 2020: focus on development of the first project. Worry about the next one, or multiple projects, once we’ve accomplished that.”

_______________________________

About Bion Bion’s patented core technology captures, stabilizes, and upcycles ammonia produced during the anaerobic digestion of organic waste streams to produce Renewable Natural Gas. The ammonia recovery system produces clean water and high-value organic and low-carbon precision fertilizers from the waste stream. It supports our Gen3Tech platform that will minimize the environmental impacts of large-scale livestock production, improve resource and production efficiencies, and drive premium pricing with a USDA-certified sustainable brand. Bion is focused on developing state-of-the-art indoor cattle feeding operations and providing ammonia solutions to the fast-growing clean fuels industry. For more, see Bion’s website at https://bionenviro.com.

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words ‘will’, ‘believe’, ‘expect’ and similar expressions identify certain forward-looking statements. It should be noted it is difficult to accurately predict the startup and optimization of a first-of-its-kind advanced waste treatment technology platform. The timelines discussed are estimates only. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes.

Contact Information:

Craig Scott

SVP, Head of Business Development

[phone] direct

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Entity File Number	000-19333
Entity Registrant Name	BION ENVIRONMENTAL TECHNOLOGIES, INC.
Entity Central Index Key	0000875729
Entity Tax Identification Number	84-1176672
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	9 East Park Court
Entity Address, City or Town	Old Bethpage
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11804
City Area Code	516
Local Phone Number	586-5643
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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