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): August 29, 2024 (August 23, 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 1.01 Entry Into a Material Definitive Agreement.

 

Three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director; Bob Weerts, Director) and two shareholders (one of whom is the brother of Greg Schoener) have agreed to advance to the Company, through a newly formed LLC (LLC) up to $500,000 in consideration of a secured convertible promissory note.

 

The note instrument and agreements have not been executed at this time because terms and other details have not been finalized yet; however, the group has begun advancing money to the Company. When a final agreement is executed, it will be attached as an exhibit to a Form 8-K. 

 

Item 7.01  Regulation FD Disclosure.

 

On August 23 2024, the Company issued a press release entitled “Bion Reports on Finance and Leadership” which press release has been placed on the Investors page of our website.

 

On August 27, 2024, the Company issued a press release entitled “Bion’s Commercial Nitrogen Fertilizer Now OMRI Listed for Organic Use” which press release has been placed on the Investors page of our website.

 

Item 8.01 Other Matters.

 

Bion was notified on August 21, 2024, that OMRI had completed its review of “Bion Liquid AB 10% (bea-20131) and has determined that it is Allowed with Restrictions for use in compliance with the USDA National Organic Program (NOP), carrying the following restrictions and/or caution statements: This product contains highly soluble nitrogen and must be applied in a manner that does not contribute to the contamination of crops, soil or water. Its use must be part of an organic system plan that maintains or improves the natural resources of the operation, including soil and water quality, and comply with crop nutrient and soil fertility requirements.”

 

See Exhibits 10.1 “OMRI Status Notification for Bion Liquid AB 10%” and 99.2 Press Release titled “Bion’s Commercial Nitrogen Fertilizer Now OMRI Listed for Organic Use” (dated April 27, 2024)

 

Item 9.01  Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		OMRI Status Notification for Bion Liquid AB 10%
99.1		Press Release titled “Bion Reports on Finance and Leadership” (dated August 23, 2024)
99.2		Press Release titled “Bion’s Commercial Nitrogen Fertilizer Now OMRI Listed for Organic Use” (dated August 27, 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/ Stephen Craig Scott
Date:  August 29, 2024	Name:	Stephen Craig Scott Interim CEO

 

 

 

 

 

Exhibit 10.1

 

From: Thomas Hibdon

To: Jeremy Rowland

Subject: OMRI Status Notification for Bion Liquid AB 10% (bea-20131)

Date: Wednesday, August 21, 2024 3:53:47 PM

Attachments: image001.png 20SupComplaintLg(EN)1F v11_0.pdf bea-20131-2024-07-17-InspExtract.pdf

 

August 15, 2024

Jeremy Rowland

Bion Environmental Technologies, Inc. PO Box 323

Old Bethpage New York 11804 United States

 

Subject: OMRI Status Notification for Bion Liquid AB 10% (bea-20131)

 

Dear Jeremy:

 

I am pleased to inform you that OMRI has reviewed Bion Liquid AB 10% (bea-20131) and has determined that it is Allowed with Restrictions for use in compliance with the USDA National Organic Program (NOP), carrying the following restrictions and/or caution statements: This product contains highly soluble nitrogen and must be applied in a manner that does not contribute to the contamination of crops, soil or water. Its use must be part of an organic system plan that maintains or improves the natural resources of the operation, including soil and water quality, and comply with crop nutrient and soil fertility requirements.

 

The product is in the Generic Material Listing: NOP: Fertilizers, with high ammoniacal nitrogen, Class: Crop Fertilizers and Soil Amendments. This product will appear in the OMRI Products List© available on our website, and in the next printed edition. Subscribing certifiers, state programs and others will receive information regarding the OMRI status of this product in the next quarterly update. The most recent certificate for any of your OMRI Listed® products may be downloaded at any time by visiting OMRI.org. The certificate for this product may be downloaded using the following link:

https://www.omri.org/mfg/bea/certificate/20131 Please note it may take up to two days for the product listing and certificate to become available on the website. 

 

OMRI has identified the product to be a high nitrogen liquid fertilizer subject to NOP Guidance 5012, which requires annual announced and unannounced inspections. The announced inspection is complete and a copy of the inspection report is attached. You will also receive an unannounced inspection this year. The unannounced inspection will take place during normal hours of operation and does not require the presence of the authorized review contact. OMRI’s inspection procedures are explained in OMRI Policy Manual© §2.4.

 

The inspector noted that the facility is a pilot plant and is not used to produce product for the market. OMRI is setting a 2-year deadline for your company to establish a facility capable of producing retail/sale-able product, starting the day of this product becoming OMRI Listed. Future inspections will include verification of your company’s progress towards that goal, as well as the implementation of inventory systems and collection of production data. 

 

Also, please see the attached complaints log template. All OMRI Listed companies are required to maintain such a log in regards to their OMRI Listed products.

 

The inspector indicated that the authorized contacts have changed for your company. Please sign in to omri.org and update the authorized contact information. 

 

The OMRI seal use policies at www.omri.org/suppliers/sealuse include appropriate uses for the OMRI Listed seal and wording options that you may use on labeling and in promotional literature for this product. You can log in to the OMRI.org website and download the OMRI Listed seal at www.omri.org/suppliers/seal. Please note that it may take up to two days for new suppliers to access the OMRI seal via the OMRI website. Please be aware of the following: The OMRI Listed seal may only be used for the identical company name and product name as shown above, in association with product manufactured with the reviewed formulation, manufacturing process, and other product information submitted for this review.

 

It is your company’s responsibility to ensure that use of the Seal complies with the standards of all applicable regulatory bodies (government pesticide registration such as the U.S. EPA or Health Canada PMRA, CFIA, etc.) as outlined in the Supplier Agreement. Other companies that wish to distribute this product as OMRI Listed under their company name and/or product name must submit a repackaged product application directly to OMRI. 

 

Any changes to the product must be reported, reviewed and approved by OMRI before those changes are made. Change report forms are available here: www.omri.org/suppliers/changereport. Unreported changes may jeopardize this listing and/or incur additional fees. Please see §2.9 of the OMRI Policy Manual for more information about product changes.

A renewal notification will be sent annually, prior to your product listing expiration date. To maintain your listing, annual renewal fees and documentation must be received by the deadline.

 

You must maintain a log of all complaints relevant to OMRI standards for this product. The log must be available upon request. A template is available here: www.omri.org/suppliers/complaint-log.

 

For more information about reviews which may be performed for your listed product(s), please see the Product Review Guide: www.omri.org/suppliers/reviewguide.

 

The listing of this product indicates its compliance with the OMRI Standards Manual©, which is based on the USDA National Organic Program regulations (7 CFR Part 205). OMRI has evaluated this product for use in organic production for this particular use category only. If you disagree with any aspect of your product listing or wish to rebut a decision, please refer to §4.2 of the OMRI Policy Manual. OMRI listing does not constitute organic certification or product endorsement. OMRI listing does not imply that the product has been registered for use with the appropriate state or federal agencies. Final decisions regarding acceptable use of products are the responsibility of accredited organic certification agents.

Thank you for participating in the OMRI Review Program. If you have any questions regarding your product status, OMRI’s seal use policies, or changes to your product, please feel welcome to contact us.

 

Sincerely,

 

Review Program Staff

[phone]

www.omri.org

 

 

 

 

OMRI Search – browse products, materials, standards and more at

CONFIDENTIALITY NOTICE

This email, including any attachment, may contain information that is confidential for the use of the intended recipient only. Any review, reliance or distribution by others or forwarding without express permission is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies. Information

submitted to OMRI is considered confidential in accordance with the OMRI Policy Manual §1.6.

 

 

Review Program Staff

[phone]

www.omri.org

OMRI Search – browse products, materials, standards and more at OMRI.org/omri-search

 

CONFIDENTIALITY NOTICE

This email, including any attachment, may contain information that is confidential for the use of the intended recipient only. Any review, reliance or distribution by others or forwarding without express permission is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies. Information

submitted to OMRI is considered confidential in accordance with the OMRI Policy Manual §1.6.

anual §1.6.

Exhibit 99.1

 

Bion Reports on Finance and Leadership

August 23, 2024. Billings. Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock waste treatment technology and sustainable livestock production, announced today that it has received a commitment from a group led by its three newest board members for $500,000 in short term financing.

Details of the transaction will be available in an 8-k, to be filed next week. However, the short-term facility will consist of a note, convertible into shares at the terms of Bion’s next offering. Proceeds will be used to maintain the company’s operations until a larger offering can be completed.

Bion’s new leadership intends to pursue both the Stovall Ranching Company JV to produce premium Montana beef, and the standalone opportunity to provide ammonia control solutions in the industrial and municipal sectors.

Craig Scott, Bion’s interim CEO, stated. “It's no secret we ran out of both leadership and cash; but we are serious about putting the train back on the tracks. The train – our technology – did not break. In fact, it has exceeded expectations.

This new leadership group – Turk, Greg, and Bob – bring a commercialization mindset and a no-nonsense approach that this company needs. As we move forward with projects, they are the right core team to keep us focused on our markets and moving in the right direction.”

_______________________________

Bion Environmental Technologies’ patented Ammonia Recovery System produces organic and low-carbon nitrogen fertilizer products and clean water from animal manure waste and other organic waste streams. It supports the Gen3Tech system that will minimize environmental impacts from CAFO/ livestock waste, generate Renewable Natural Gas, improve resource and production efficiencies, and produce the ‘cleanest’, most eco-friendly finished beef in the marketplace. Bion is focused on developing state-of-the-art indoor cattle feeding operations and providing solutions in the fast-growing clean fuels industry. 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’, ‘intends’, 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

Interim CEO

[phone] direct

Exhibit 99.2

 

 

 Bion’s Commercial Nitrogen Fertilizer Now OMRI Listed for Organic Use

August 27, 2024. Billings. Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock/organic waste treatment technology and sustainable livestock production, announced its commercial 10-0-0 nitrogen fertilizer is now OMRI Listed for use in organic production.

The ‘pure’ nitrogen fertilizer produced by Bion’s patented Ammonia Recovery System (ARS) represents state-of-the-art nutrient control and recovery for livestock manure and other organic waste streams. The ARS captures nitrogen that was going to be lost to the environment and redirects it into a stable concentrated liquid nitrogen fertilizer that can be used in the production of certified organic fruits, vegetables, and grains.

The breakthrough approach will reduce the carbon footprint associated with current organic systems and will significantly reduce nitrogen runoff and off-gassing to protect surface waters, aquifers, and the atmosphere. It can quickly bring soil microbes in organic systems back to a healthy and productive balance and reduce the yield gap of organic crops as compared to conventional.

Manure is an organic fertilizer, traditionally applied to cropland before planting takes place. The volatile ammonia-nitrogen in livestock manure – about 75% of the fertilizer’s nitrogen/nutrient value – is usually lost to the environment. Bion’s patented ARS targets this volatile and highly mobile ammonia nitrogen, stabilizes it with carbon dioxide that is also in the waste stream, and converts it into ammonium bicarbonate, a 100% soluble nitrogen fertilizer that can be readily absorbed by plants.

The nitrogen fertilizer can now be transported and applied to organic crops, according to the 4Rs - right rate, right source, right placement, and right timing. It is pathogen free; so, unlike manure it can be applied at any time in the plant growth cycle through standard drip systems, field irrigation, soil injection, side dressing, and foliar spraying. Further, since the nitrogen is now separated from the phosphorus, potassium, and other minerals in the manure, crop nitrogen needs can now be addressed independently, promoting efficient use and good soil health.

Bion will initially focus on several markets for its OMRI Listed fertilizers, including production of high-value specialty crop fruits & vegetables, organic corn side dressing, and hydroponic and greenhouse applications. Bion also expects demand in regions where nitrogen inputs are required to maximize the benefits of cover crops that store carbon and improve soil and microbial health. Further, Bion is also evaluating opportunities in regenerative practices that include fertilized pastures to graze cattle.

Turk Stovall, CEO of Stovall Ranching Companies, stated, “This is a giant step in circular agriculture. Bion’s advanced manure management will help us close the gap in the nitrogen cycle, while promoting precision nutrient management, enabling water recycling in our finishing operations, and generating renewable energy production sufficient to power our entire operation. Maximizing the value of these resources will allow us to both raise cattle and farm more efficiently. We look forward to working with organic farmers to maximize the opportunities for organic production in Montana and elsewhere.”

OMRI (Organic Materials Review Institute) provides voluntary third-party reviews of the materials, such as fertilizer, used as inputs in certified organic production. An OMRI Listing assures both the organic producer and their organic certifier that the inputs contain no prohibited ingredients and were produced using allowable manufacturing processes. This is Bion’s second OMRI Listing, the first for a concentrated commercial product.

Bion Environmental Technologies’ patented Ammonia Recovery System produces organic and low-carbon nitrogen fertilizer products and clean water from animal manure waste and other organic waste streams. It supports the Gen3Tech system that will minimize environmental impacts from CAFO/ livestock waste, generate Renewable Natural Gas, improve resource and production efficiencies, and produce the ‘cleanest’, most eco-friendly finished beef in the marketplace. Bion is focused on developing state-of-the-art indoor cattle feeding operations and providing solutions in the fast-growing clean fuels industry. 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’, ‘can’, 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

Interim CEO

[phone] direct

Cover	Aug. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 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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