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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 |
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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.
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. |
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|
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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
(541) 343-7600
www.omri.org
![](https://www.sec.gov/Archives/edgar/data/875729/000107997324001333/image_001.jpg)
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
(541) 343-7600
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
![](https://www.sec.gov/Archives/edgar/data/875729/000107997324001333/image_002.jpg)
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
(406) 281-8178 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
(406) 281-8178 direct
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