[10-K] BION ENVIRONMENTAL TECHNOLOGIES INC Files Annual Report
Bion Environmental Technologies (BNET) reported continued pre-revenue operations with substantial research-and-development activity focused on fertilizer, water reuse and renewable energy applications of its ARS/Gen3Tech platform. The company holds multiple issued patents and pending applications related to recovering ammonium compounds from wastewater, and states R&D results have supported its objectives. Financially, Bion recorded a large non-cash impairment that reduced shareholders' equity and produced substantial historical losses. The filing discloses limited liquidity, numerous convertible notes and shareholder loans secured by the company’s intellectual property, extensions/forbearance agreements tied to future capital raises, and material risk factors including thin trading, potential dilution, project financing needs, and cybersecurity exposure.
Bion Environmental Technologies (BNET) ha riportato operazioni ancora in fase pre-revenue con attività significative di ricerca e sviluppo focalizzate su fertilizzanti, riutilizzo dell’acqua e applicazioni di energia rinnovabile della sua piattaforma ARS/Gen3Tech. L’azienda detiene diversi brevetti già emessi e domande in attesa relative al recupero di composti di ammonio dall’acqua reflua, e afferma che i risultati della R&S hanno supportato i propri obiettivi. Dal punto di vista finanziario, Bion ha registrato una sostanziale impairment non monetario che ha ridotto l’equity dei soci e ha generato ingenti perdite storiche. Il filing rivela liquidità limitata, numerosi note convertibili e prestiti agli azionisti garantiti dalla proprietà intellettuale dell’azienda, estensioni/accordi di forbearance legati a futuri aumenti di capitale, e fattori di rischio rilevanti tra cui trading scarso, potenziali diluizioni, necessità di finanziamento di progetti e esposizione alla cybersicurezza.
Bion Environmental Technologies (BNET) informó de operaciones previas a ingresos con una actividad significativa de investigación y desarrollo centrada en fertilizantes, reutilización de agua y aplicaciones de energía renovable de su plataforma ARS/Gen3Tech. La empresa posee varias patentes concedidas y solicitudes pendientes relacionadas con la recuperación de compuestos de amonio de las aguas residuales, y afirma que los resultados de I+D han apoyado sus objetivos. Financieramente, Bion registró una importante deterioración no monetaria que redujo el patrimonio de los accionistas y produjo pérdidas históricas significativas. La presentación divulga liquidez limitada, numerosos pagarés y préstamos a accionistas garantizados por la propiedad intelectual de la empresa, extensiones/acuerdos de forbearance vinculados a futuras recaudaciones de capital, y factores de riesgo materiales como bajo volumen de negociación, posible dilución, necesidades de financiamiento de proyectos y exposición a ciberseguridad.
Bion Environmental Technologies (BNET)은 ARS/Gen3Tech 플랫폼의 비료, 물 재이용 및 재생에너지 적용에 중점을 둔 상당한 연구개발 활동과 함께 수익 이전(pre-revenue) 단계의 운영을 계속 보고했습니다. 이 회사는 오염수로부터 질소화합물을 회수하는 것과 관련된 다수의 특허를 보유하고 있으며, 연구개발(R&D) 결과가 목표를 뒷받침했다고 밝힙니다. 재무적으로 Bion은 대규모 비현금 손상으로 주주자본이 감소하고 과거 손실이 크게 발생했습니다. 공시는 유동성이 제한적이며, 다수의 전환사채와 회사의 지적재산권으로 담보된 주주 대출, 향후 자본 조달과 관련된 연장/포비어런스 협정, 그리고 저유동성 거래, 잠재적 희석, 프로젝트 자금 조달 필요성, 사이버보안 노출을 포함한 중요한 위험 요인을 나타냅니다.
Bion Environmental Technologies (BNET) a annoncé des opérations encore en pré-revenu avec une activité importante de recherche et développement axée sur les engrais, la réutilisation de l’eau et les applications d’énergie renouvelable de sa plateforme ARS/Gen3Tech. L’entreprise détient plusieurs brevets délivrés et des demandes en instance liées à la récupération de composés d’ammonium à partir des eaux usées, et indique que les résultats de la R&D ont soutenu ses objectifs. Sur le plan financier, Bion a enregistré une importante impairment non monétaire qui a réduit les capitaux propres des actionnaires et généré des pertes historiques substantielles. Le dépôt révèle une liquidité limitée, de nombreuses obligations convertibles et des prêts aux actionnaires garantis par la propriété intellectuelle de l’entreprise, des extensions/accords de forbearance liés à de futures levées de capitaux, et des facteurs de risque importants tels qu’un faible volume de négociation, une dilution potentielle, des besoins de financement de projets et une exposition à la cybersécurité.
Bion Environmental Technologies (BNET) meldete fortlaufende Pre-Revenue-Operationen mit erheblicher Forschungs- und Entwicklungsaktivität, die sich auf Düngemittel, Wasserwiederverwendung und Anwendungen erneuerbarer Energien der ARS/Gen3Tech-Plattform konzentrieren. Das Unternehmen besitzt mehrere erteilte Patente und anhängige Anträge im Zusammenhang mit der Rückgewinnung von Ammoniumverbindungen aus Abwasser und erklärt, dass die R&D-Ergebnisse seine Ziele unterstützt haben. Finanziell verzeichnete Bion eine große, nicht bar verbuchte Wertminderung, die das Eigenkapital der Aktionäre reduzierte und historische Verluste erheblich erhöht hat. Die Einreichung weist auf begrenzte Liquidität, zahlreiche wandelbare Anleihen und Aktionärsdarlehen hin, die durch das geistige Eigentum des Unternehmens gesichert sind, Verlängerungen/Forbearance-Vereinbarungen im Zusammenhang mit zukünftigen Kapitalbeschaffungen sowie wesentliche Risikofaktoren wie dünner Handel, potenzielle Verwässerung, Bedarf an Projektfinanzierung und Cybersicherheitsrisiken.
Bion Environmental Technologies (BNET) أبلغت عن عمليات مستمرة قبل تحقيق الإيرادات مع نشاط بحث وتطوير مهم يركز على الأسمدة وإعادة استخدام المياه وتطبيقات الطاقة المتجددة لمنصتها ARS/Gen3Tech. تمتلك الشركة عدة براءات اختراع صادرة وطلبات قيد النظر تتعلق باسترداد مركبات الأمونيوم من مياه الصرف الصحي، وتذكر أن نتائج البحث والتطوير دعمت أهدافها. من الناحية المالية، سجلت Bion انخفاضاً غير نقدي كبير قلل حقوق المساهمين ونتج عنه خسائر تاريخية كبيرة. يكشف الإفصاح عن سيولة محدودة، وكثير من سندات قابلة للتحويل وقروض للمساهمين مضمونة بملكيتها الفكرية، واتفاقيات تمديد/تحمل مسؤولية مرتبطة بجمع رأس المال في المستقبل، وعوامل مخاطر كبيرة تشمل قلة التداول، احتمال التخفيف، احتياجات تمويل المشروعات، وتأثرها بالأمن السيبراني.
Bion Environmental Technologies (BNET) 报告称其仍处于营收前阶段的运营，且在其 ARS/Gen3Tech 平台的肥料、水回用和可再生能源应用方面开展了大量研发活动。公司拥有多项已授予的专利及相关尚在申请中的专利，涉及从废水中回收铵离子，以及其称研发结果已经支持其目标。在财务方面，Bion 记入了一次重大非现金减值，减少了股东权益并产生了历史性巨额亏损。披露显示流动性有限、存在大量可转换债券和以公司知识产权为担保的股东贷款、与未来资本募集相关的延期/停止豁免协议，以及包括交易活跃度低、潜在稀释、项目融资需求和网络安全风险等重要风险因素。
- Patents and IP portfolio: Multiple issued patents and pending applications related to recovery of ammonium compounds and wastewater treatment.
- R&D progress: Management states research and development results have supported objectives to normalize the technology across species and produce by-products for sale.
- Third-party cybersecurity support: New leadership retained a third-party firm to enhance cybersecurity controls and Board reporting.
- Large historical loss and impairment: A non-cash charge (~$9.46 million) materially reduced shareholders' equity and contributed to prior net loss (reported $11.69 million for fiscal 2024).
- Liquidity and financing risk: Limited cash, thin trading, substantial near-term project financing needs (project financing possibly $15 million or more) and dependence on raising $3M+ triggers conversion/default mechanics.
- Secured related-party debt: BLG note secured by the company’s IP, held in part by directors/major shareholders, with conversion/forbearance terms that may dilute or encumber IP.
- Dilution risk: Extensive warrants, convertible notes and recurring issuances (including deferred compensation conversions) present material dilution potential.
- Thinly traded penny stock: OTC QB listing, low liquidity and FINRA penny stock rules may hinder trading and raise volatility.
Insights
TL;DR: Material liquidity and capitalization risks from large impairment, recurring losses, and secured convertible notes threaten runway absent material financing.
The company recognized a significant non-cash impairment that materially reduced equity and produced sizable historical net losses. Multiple convertible notes, forbearance agreements, and secured promissory notes (including the BLG note secured by IP) create refinancing and dilution risk; several instruments convert upon future capital raises or carry default provisions if funding thresholds are not met. The filing discloses limited cash, thin trading, and project financing needs potentially exceeding current resources, indicating a high financing dependency to advance projects.
TL;DR: Related-party secured financing and significant extensions raise governance and conflict-of-interest concerns for investors.
The BLG group includes directors and major shareholders and holds a security interest in the company's IP; notes from affiliated parties bear conversion/default mechanics tied to future raises and forbearance terms. Related-party transactions, deferred compensation arrangements, and concentrated insider holdings create potential conflicts that are disclosed and memorialized in exhibits and subsequent agreements, warranting careful review of terms and minority shareholder protections.
Bion Environmental Technologies (BNET) ha riportato operazioni ancora in fase pre-revenue con attività significative di ricerca e sviluppo focalizzate su fertilizzanti, riutilizzo dell’acqua e applicazioni di energia rinnovabile della sua piattaforma ARS/Gen3Tech. L’azienda detiene diversi brevetti già emessi e domande in attesa relative al recupero di composti di ammonio dall’acqua reflua, e afferma che i risultati della R&S hanno supportato i propri obiettivi. Dal punto di vista finanziario, Bion ha registrato una sostanziale impairment non monetario che ha ridotto l’equity dei soci e ha generato ingenti perdite storiche. Il filing rivela liquidità limitata, numerosi note convertibili e prestiti agli azionisti garantiti dalla proprietà intellettuale dell’azienda, estensioni/accordi di forbearance legati a futuri aumenti di capitale, e fattori di rischio rilevanti tra cui trading scarso, potenziali diluizioni, necessità di finanziamento di progetti e esposizione alla cybersicurezza.
Bion Environmental Technologies (BNET) informó de operaciones previas a ingresos con una actividad significativa de investigación y desarrollo centrada en fertilizantes, reutilización de agua y aplicaciones de energía renovable de su plataforma ARS/Gen3Tech. La empresa posee varias patentes concedidas y solicitudes pendientes relacionadas con la recuperación de compuestos de amonio de las aguas residuales, y afirma que los resultados de I+D han apoyado sus objetivos. Financieramente, Bion registró una importante deterioración no monetaria que redujo el patrimonio de los accionistas y produjo pérdidas históricas significativas. La presentación divulga liquidez limitada, numerosos pagarés y préstamos a accionistas garantizados por la propiedad intelectual de la empresa, extensiones/acuerdos de forbearance vinculados a futuras recaudaciones de capital, y factores de riesgo materiales como bajo volumen de negociación, posible dilución, necesidades de financiamiento de proyectos y exposición a ciberseguridad.
Bion Environmental Technologies (BNET)은 ARS/Gen3Tech 플랫폼의 비료, 물 재이용 및 재생에너지 적용에 중점을 둔 상당한 연구개발 활동과 함께 수익 이전(pre-revenue) 단계의 운영을 계속 보고했습니다. 이 회사는 오염수로부터 질소화합물을 회수하는 것과 관련된 다수의 특허를 보유하고 있으며, 연구개발(R&D) 결과가 목표를 뒷받침했다고 밝힙니다. 재무적으로 Bion은 대규모 비현금 손상으로 주주자본이 감소하고 과거 손실이 크게 발생했습니다. 공시는 유동성이 제한적이며, 다수의 전환사채와 회사의 지적재산권으로 담보된 주주 대출, 향후 자본 조달과 관련된 연장/포비어런스 협정, 그리고 저유동성 거래, 잠재적 희석, 프로젝트 자금 조달 필요성, 사이버보안 노출을 포함한 중요한 위험 요인을 나타냅니다.
Bion Environmental Technologies (BNET) a annoncé des opérations encore en pré-revenu avec une activité importante de recherche et développement axée sur les engrais, la réutilisation de l’eau et les applications d’énergie renouvelable de sa plateforme ARS/Gen3Tech. L’entreprise détient plusieurs brevets délivrés et des demandes en instance liées à la récupération de composés d’ammonium à partir des eaux usées, et indique que les résultats de la R&D ont soutenu ses objectifs. Sur le plan financier, Bion a enregistré une importante impairment non monétaire qui a réduit les capitaux propres des actionnaires et généré des pertes historiques substantielles. Le dépôt révèle une liquidité limitée, de nombreuses obligations convertibles et des prêts aux actionnaires garantis par la propriété intellectuelle de l’entreprise, des extensions/accords de forbearance liés à de futures levées de capitaux, et des facteurs de risque importants tels qu’un faible volume de négociation, une dilution potentielle, des besoins de financement de projets et une exposition à la cybersécurité.
Bion Environmental Technologies (BNET) meldete fortlaufende Pre-Revenue-Operationen mit erheblicher Forschungs- und Entwicklungsaktivität, die sich auf Düngemittel, Wasserwiederverwendung und Anwendungen erneuerbarer Energien der ARS/Gen3Tech-Plattform konzentrieren. Das Unternehmen besitzt mehrere erteilte Patente und anhängige Anträge im Zusammenhang mit der Rückgewinnung von Ammoniumverbindungen aus Abwasser und erklärt, dass die R&D-Ergebnisse seine Ziele unterstützt haben. Finanziell verzeichnete Bion eine große, nicht bar verbuchte Wertminderung, die das Eigenkapital der Aktionäre reduzierte und historische Verluste erheblich erhöht hat. Die Einreichung weist auf begrenzte Liquidität, zahlreiche wandelbare Anleihen und Aktionärsdarlehen hin, die durch das geistige Eigentum des Unternehmens gesichert sind, Verlängerungen/Forbearance-Vereinbarungen im Zusammenhang mit zukünftigen Kapitalbeschaffungen sowie wesentliche Risikofaktoren wie dünner Handel, potenzielle Verwässerung, Bedarf an Projektfinanzierung und Cybersicherheitsrisiken.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
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For the Fiscal Year Ended: | ||
| OR | ||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
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For the transition period from: __________ to __________
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Commission File No.
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, including
area code: (
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| None | N/A |
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ YES
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit).
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| 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. ☐
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
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If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the approximately
47,000,000 shares of voting stock held by non-affiliates of the Registrant as of June 30, 2025 approximated $
DOCUMENTS INCORPORATED BY REFERENCE
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (and the documents incorporated herein by reference) contain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "project," "predict," "plan," "believe," or "continue," or the negative thereof or variations thereon and/or references to goals, targets, projections or similar terminology. The expectations reflected in forward-looking statements may prove to be incorrect. These forward-looking statements include, but are not limited to, predictions regarding:
| · | our business plan; |
| · | the commercial viability of our technology and products produced by our technology; |
| · | the effects of competitive factors on our technology and products produced by our technology; |
| · | expenses we will incur in operating our business; |
| · | our liquidity and sufficiency of existing cash; |
| · | the success of our financing plans; and |
| · | the outcome of pending or threatened litigation. |
We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in the cautionary statements included in this Annual Report; particularly, the section titled “Risk Factors” incorporated in Item 1.A of this report. These risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected.
Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
i
PART I
ITEM 1. BUSINESS.
GENERAL
The Company has been under substantial financial and management stress over the past eighteen (18) months. Covid-related delays during technology pilot development at Buflovak in New York, followed by post-Covid supply chain disruptions during construction of our demonstration facility at Fair Oaks, have led to extreme difficulties in raising needed funds. These delays prevented us from meeting our project development and related capital timelines, and were further compounded by the death (following extended illness) of Dominic Bassani, who most recently served as our COO from May 2022 after serving as our CEO for the prior decade, the subsequent resignation of Bill O’Neill, Dominic’s replacement at the CEO position, effective May 31, 2024, followed by the retirement of Mark A. Smith, the Company’s President, General Counsel and Chief Financial Officer, effective July 31, 2024.
At the end of May 2024, a new core leadership team was installed (see H and I, below) and a short-term funding strategy was implemented (see K, below) while longer term capital solutions were pursued. These efforts are ongoing. Our new leadership team believes the difficulties Bion has faced are outweighed by our recent successes that include the technology demonstration and optimization at our Fair Oaks facility and the initial responses from our fertilizer outreach. This is coupled with strong recent interest in our ammonia control solution from the biogas operators and developers that will be needed to ensure a supply of feedstock for our fertilizer products. These successes coincide with growing trends in sustainable agriculture and clean fuels technology and policy that favor Bion’s business opportunities. Bion leadership believes this confluence of events positions the Company, assuming it aligns with appropriate strategic partners and obtains sufficient financing, to exploit a unique opportunity at the intersection of agriculture, renewable energy, the environment, and consumer demand.
PLEASE NOTE:
A: The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing Projects, JVs and proposed Projects will not be sufficient to meet the Company’s anticipated operational and capital expenditure needs for many years. Current liabilities were approximately $7.1 million at June 30, 2025 which represents an increase of approximately $1,400,000 from June 30, 2024 (largely due to new debt as well as increased deferred compensation). Similarly, the Company’s cash on hand decreased from approximately $52,000 to approximately $4,400 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2024 fiscal year, which has continued throughout the first nine months of the current fiscal year to date.
B: Previous management believed that the Initial Project had reached the point where it could be appropriately deemed ‘placed in service’ at January 1, 2024. However, discussions with the key technical and engineering personnel involved at the Initial Project during the recently concluded prior fiscal year convinced management that such a characterization was premature as some key modules had not yet been completed and/or fully tested at that date. Additionally, due to some equipment break-downs, the Initial Project was in maintenance mode rather than conducting operations, while the Company awaited required replacement parts and subsequent repairs. This process was slowed by the Company’s ongoing difficulties in raising the funds needed for its activities. The Company’s Board of Directors re-evaluated the classification/status of the Initial Project as part of the Company’s annual review process and determined that the Initial Project should have been ‘placed in service’ at the June 30, 2024, fiscal year end.
Further, after extensive discussion between previous management and the Board, it was determined that the ‘carrying value’ of the Initial Project, as of that date, be reduced to $0 on the Company balance sheet, in order to conform with accepted accounting practices. Bion’s technology demonstration system was always planned as a small scale integrated Gen3Tech beef project. Due to covid-related delays and increased capital constraints, it was decided to move quickly to initially construct Phase 1, which was the standalone ARS at Fair Oaks, in order to demonstrate and optimize the technology. As matters progressed, including cost overruns, management and financial crises, etc., Bion was unable to proceed beyond demonstration at Fair Oaks. It was anticipated that the ARS would ultimately be relocated to another site (potential locations included Ribbonwire Ranch or University of Nebraska-Lincoln) after providing the final design data, where it would be integrated with a small scale Gen3Tech beef facility as originally planned. We recently learned it would not be economically feasible to decommission and disassemble the ARS, then transport, reassemble, and recommission it at another location. Therefore, since the Initial Project is now: i) largely a research & development facility and ii) is located on land subject to a short-term lease, it no longer has commercial value and was written down to $0. As a result, a large ‘one time/non-recurring’ ‘non-cash’ charge of $9,460,425 was taken by the Company, at that date, which charge reduced the Company shareholders’ equity to ($5,808,501) and resulted in a loss of $11,691,115 for the 2024 fiscal year.
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C: On September 28, 2023, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including a convertible promissory note (“Note”) and a binding subscription agreement (“Subscription”) (collectively the Note and the Subscription are the “Bridge Loan Agreements”) with SEB LLC, a non-affiliated party (“Lender”). SEB and the note represented a strategic investment that would ‘anchor’ a larger capital raise. In addition to SEB, it was to include an offering to Bion shareholders, alongside new retail and institutional investors introduced by Titan Partners, the NY investment banking firm Bion engaged to underwrite the offering. The Bridge Loan Agreements required the Lender to loan the Company $1,500,000 in six monthly tranches of $250,000 commencing October 2023. All sums advanced under the Bridge Loan Agreements (and accrued interest thereon) would be due and payable (with interest accrued at 9% per annum) on October 1, 2024 if not previously converted into securities of the Company. The Note is convertible at $1.00 per unit, at the sole election of the Lender, into units consisting of one share of the Company’s common stock and a warrant to purchase one half share. The initial $250,000 tranche was received by the Company on October 5, 2023. However, no further funds were received by the Company from the Lender.
During early November 2023 the Lender informed the Company verbally that it did not intend to fulfill its obligations pursuant to the Bridge Loan Agreements and since such time the Lender has been in default (“Default”). Titan Partners informed the Company that it would be unable to complete an offering to their customers (or their syndicate member’s customers) without a strategic investor anchor. Further, the Company had limited success raising money with its own shareholders for the same reason. The Default (which is continuing) has created substantial problems for and materially damaged the Company and rendered the Company unable to meet its current creditor obligations on a timely basis. The Company is currently evaluating its rights regarding the Default by the Lender. This situation has contributed to the substantial increase in the Company’s ‘Current Liabilities’, including ‘accounts payable’, over recent periods. See Condensed Consolidated Financial Statements and ‘Management’s Discussion and Analysis’. The Company has engaged in discussion/negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when and how much funding the Company will be able to raise in future periods. As a result, the Company’s two largest creditors have filed separate lawsuits (see O, below) to recover a total of $1,494,512.72 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks, Indiana (and other creditors are threatening to commence litigation and/or repossess/remove leased equipment). Further, as of October 1, 2024, the Company is in default of the terms of the note.
On May 10, 2024 the Company received $150,000 from affiliates of the Bridge Loan Lender on terms not yet finalized and included in an agreement. These funds were received in the context of negotiations/discussions regarding a potential larger investment by affiliates and/or associates of the Lender but no further funds were received and the larger transaction was never completed. The funds were used primarily to re-initiate operations at the Initial Project. The Company is currently involved in discussions with representatives of SEB in an effort to achieve a mutually satisfactory resolution.
D: At the end of December 2023, Bion achieved key objectives in the optimization of the Ammonia Recovery System at our commercial-scale demonstration facility in Fair Oaks, Indiana. Though delayed by supply chain issues, the demonstration at Fair Oaks confirmed the system's state-of-the-art capabilities and economics. In managements’ opinion, the wide applicability of the ARS and its environmental benefits cannot be overstated, as livestock-related and other nutrient issues continue to grow, both in the U.S. and globally.
E: On January 2, 2024, Bion received a new (continuation) patent that broadened the claims related to its Ammonia Recovery System (ARS) to include industrial and municipal wastewater sources, in addition to animal waste streams that were previously covered. Since that time, Bion has a directed part of its limited resources to understanding and evaluating opportunities to apply its ARS as a ‘standalone’ or ‘bolt-on’ ammonia control solution in these sectors. In such cases, the ARS would be deployed as a standalone ammonia control solution (vs integrated into a Bion Gen3Tech platform) for facilities (both new and existing) that produce biogas from organic waste streams, such as food, food processing, and livestock packing/slaughter. These facilities are subject to EPA-mandated discharge limits that require ammonia control or face other limitations on ammonia/nitrogen in the effluent from biogas production. We believed then, and at this time, that there is a robust opportunity to provide bolt-on ammonia control solutions to others in the industrial and animal waste sectors. During fiscal 2025, we devoted increasing resources to pursuing the bolt-on opportunity in both of these sectors.
F: Effective April 1, 2024, the Company entered into two material definitive agreements regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s largest shareholder (collectively “Bassani Family”), and b) Mark A. Smith, recently retired President of the Company and a director (“MAS”). The Bassani Family and MAS entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management is added to the Company’s management team. The Bassani Family agreed to surrender not less than approximately 20% of its Company holdings (as of December 2023) which surrender would be increased to approximately 30% based on certain financing performances (see Form 8-K dated April 3, 2024, Exhibit 10.1). The Bassani Family Agreement also set forth requirements regarding conversion of convertible notes held by members of the Bassani Family after the security surrender. See Exhibit 10.1 for the material terms of the contemplated transactions. MAS agreed to surrender approximately 30% of his Company holdings (as of December 2023). Immediately upon the effectiveness of the MAS Agreement, he cancelled all Company options held by him (2,425,000, in aggregate) and waived $56,250 of accrued deferred compensation (convertible into 75,000 shares of the Company’s common stock). The MAS Agreement also set forth requirements regarding conversion of convertible notes held by MAS after the security surrender and references the planned retirement of MAS on or before May 15, 2024. See Exhibit 10.2 for the material terms of the contemplated transactions. Subsequently, and effective June 27, 2024, the Board of Directors of the Company agreed to amend the terms of the agreements dated April 1, 2024. The amendments solely extend any dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant expiration dates), if any, that were earlier than January 15, 2025, to said date. No changes were made regarding any ‘givebacks’ of securities of the Company. On June 30, 2024, the Bassani Family surrendered approximately 20% of its Company holdings (as of December 2023) (See Exhibit 10.1). As previously reported, MAS had previously completed 100% of his ‘give backs’.
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On January 18, 2025, under the Bassani Family Agreement described above, Bion cancelled 1,237,500 warrants owned by the Bassani Family. Under the terms of the Agreement, the Bassani Family was required to surrender an additional 5% of their holdings after Bion successfully raised $500,000 in funding. Following the date of the agreement. The warrants had a net exercise cost of $0.1875.
Effective September 15, 2025, pending formal documentation and execution, two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s former CEO), and three non-affiliates of the Company (Dominic Bassani’s spouse, Mark A. Smith, previously a Director and President, and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’) have each individually agreed to a settlement (“Settlement Agreements”) that will simplify Bion’s capital structure and substantially reduce the number of Fully Diluted Shares. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes, warrants, and options, the Holders (as a whole) will receive, in aggregate, 8,101,746 shares of common stock. If all the instruments they forfeited had been converted or exercised, it could have increased the Company’s shares outstanding by 22,498,405. The transactions represent a net reduction in fully diluted shares of 14,369,659 and an increase in outstanding shares of 8,101,746 (approximately). The shares will be issued by January 15, 2026, or earlier upon the election of the individual Holders. When the formal agreements are executed and ratified by the Board, they will be attached as an exhibit to a Form 8-K.
G: On May 13, 2024, the Board of Directors commenced a Board-led review of potential strategic alternatives to ensure the Company’s survival and to enhance Bion’s potential growth and maximize shareholder value. The review included assessing approaches to optimize the Company’s multiple business opportunities through alternative capital return strategies, potential strategic or financial transactions, and developing strategic initiatives best applicable to each opportunity created by our technology in order to consider all possible paths towards maximizing value creation. No timetable was established for the conclusion of this review and no decisions related to any further actions or potential strategic alternatives have been made at this time. There can be no assurance that the review will result in any transaction or other strategic change or outcome.
H: Effective May 31, 2024, Bion accepted the resignation of Bill O’Neill, both as CEO and Director. Mr. O’Neill had previously informed the Board that he believed he was not being adequately compensated or incentivized, and the job was too difficult. On May 21, 2024, Bion received a letter from Mr. O’Neill that expressed his dissatisfaction with the Board’s refusal to address his demands and stated he was resigning to pursue other opportunities, despite the fact he had not yet completed the last year of a three-year agreement. Bion chose to accept his resignation in the belief the Company needed a change in leadership and approach.
I: On June 1, 2024, Craig Scott joined the Company's Board of Directors. Mr. Scott has served Bion in several senior positions, dating back to 1996. Mr. Scott also agreed to assume a broader management role for Bion and subsequently accepted the role of interim Chief Executive Officer. Also in June, Greg Schoener assumed the role of Chief Operating Officer on an interim basis. He 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. He has been a Bion shareholder since late-2020. Bob Weerts, another Bion shareholder and a successful serial entrepreneur from Winnebago, Minnesota, also accepted a position on Bion’s Board of Directors.
J: On June 18, 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (YCF) location in Shepherd, Montana. The YCF feedyard is a traditional outdoor dirt feedlot that today is permitted to feed up to 25,000 head. Mr. Stovall also agreed to join Bion's Board of Directors and lead a joint venture between Stovall Ranching Companies and Bion to develop the project. The facility was envisioned to produce premium quality Montana beef that we believed would be the 'cleanest', most eco-friendly finished beef in the marketplace. (Note update in P, below)
K: To help alleviate short-term cash needs for continued operations, in August, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director (at that time); Bob Weerts, Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and have continued to provide short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts own 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note will bear interest at a rate of 7.5% per annum and the maturity date is April 15, 2025. As of the filing date, BLG has advanced $407,734. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a Note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing.
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Effective May 29, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to July 15, 2025 (See Bion’s Form 8-K, dated April 17, May 30 and July 24, 2025). Under the terms of the Forbearance Agreement, the amounts outstanding under the Note began to bear interest at a rate of 9% per annum.
On July 24, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to January 15, 2026 (attached as exhibit). The agreement was ratified by Bion’s Board on July 24, 2025. Under the terms of the Forbearance Agreement, the amounts outstanding under the Note will continue to bear interest at a rate of 9% per annum. Bion agreed to a new formula to determine BLG’s obligation for up to $100,000 in legal costs related to litigation over delinquent payment for construction costs incurred at Bion’s demonstration facility near Fair Oaks, IN (see Bion’s Forms 8-K, dated April 7 and 17, 2025). Bion BLG, LLC, also extended their agreement to share their collateral with investors in the three prior Shareholder Note offerings, with investors participating in a new offering, dated July 25, 2025. Included in the Bassani family agreement was a provision to cancel their remaining 5% obligation under the previous giveback agreement.
L: In November, the Company launched a secured promissory note offering to previous investors/shareholders (and certain others) (Shareholder Notes) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required. As of filing date, Bion has raised $611,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing facility.
M: In mid-December, Bion completed the ARS data acquisition at Fair Oaks needed to support an engineering report to be prepared in conjunction with Buflovac/ Hebeler Process Solutions, Bion’s R&D engineering firm. Further, during the week ended January 4, 2025, Bion successfully produced samples of its OMRI Listed 10-0-0 liquid nitrogen fertilizer. These samples were quality tested and subsequently sent to several major U.S. fertilizer manufacturers/ distributors that Bion has been in discussions with and that had requested them in order to conduct in-house analysis. A 7-0-0 solution was also produced that was sent to a large West Coast fertilizer distributor that Bion is in discussions with.
N: On April 16, 2025, the Company was served a summons by Hamstra Builders, Inc. (“Hamstra”) along with three other defendants: Bion Technologies, Inc. (“Biontech”), Bion 3G-1, LLC (“3G-1”), both entities of Bion Environmental Technologies, Inc., and North Prairie Holdings, LLC (‘NPHLLC”) the property lessor. The Hamstra suit is related to the Notice of Intent to file a Mechanic’s Lien, that was filed April 16, 2024, and has been disclosed in our public filings since that date. Bion has retained counsel in Indiana to represent the company in these actions. Hamstra is seeking to recover $1,494,513 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks, Indiana. This sum includes $653,915 owed to Dilling Group, Inc., a subcontractor of Hamstra. Dilling filed suit to recover that amount on March 31, 2025, which was disclosed in Bion’s 8-k, dated April 7, 2025.
O: In May 2025, Bion secured its first non-binding offtake commitments for its AB10 nitrogen fertilizer. The agreements were with Perfect Blend and Yield RNG, large West Coast organic fertilizer distributors. The agreements are attached as exhibits to Bion’s 8-k, dated May 30, 2025). Bion subsequently executed a similar offtake with a large integrated U.S. agribusiness concern that requested confidentiality. These three initial offtakes represent 250,000 gallons of Bion’s liquid AB10.
P: On May 30, 2025, Bion named Stephen J Posner to its Board of Directors and accepted the resignation of Turk Stovall as a director. Mr. Poser is a long-term Bion shareholder who spent a 50-year career in financial services and capital markets. Mr. Stovall, through his various roles and activities in the cattle business, was exposed to a wide range of potential conflicts of interest. It was mutually agreed that both Bion and Mr. Stovall’s interests would be better served by his focus on Stovall Ranching Companies and Yellowstone Cattle Feeders, while Bion focused on its opportunities independently. At this time, Bion turned its attention solely to its bolt-on opportunity and securing offtake agreements and identifying projects to supply them.
Q: In June, Bion completed and released its Technology-Optimization Report, that details the development and 18-month optimization of the ARS at our demonstration facility in Fair Oaks, Indiana. The optimized ARS demonstrated it is stable and can maintain continuous steady-state operations, reliable, and scalable. The ARS also showed it can achieve its ammonia reduction targets by evaporating one-third less water than was anticipated and modeled. That translates to significantly better economics, including lower fertilizer production costs. The platform is now ready for the final design process of a full-scale commercial system, which is subject to project-specific details, location, and feedstock characteristics.
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Summary and Overview
Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado. Bion’s long term mission has been to make livestock production more sustainable, profitable and transparent. Bion developed its Gen3Tech platform and business model (discussed below) to clean up Concentrated Animal Feeding Operations (CAFOs), or build new state-of-the-art facilities with minimal environmental impacts, that produce premium-branded sustainable meat and dairy products and recover renewable energy, high value organic fertilizers, and clean water. The Gen3Tech is anchored by Bion’s patented Ammonia Recovery System (ARS), which captures and upcycles the problematic ammonia released when biogas/Renewable Natural Gas is produced from manure or other organic waste.
For the last several years, Bion was focused on building new large integrated beef projects that utilize our Gen3Tech, because we believed the beef industry is faced with the most challenges of all the livestock sectors and can benefit the most from the application of Bion’s technology and business strategy. Livestock production and its waste, particularly from CAFOs, is a primary source of excess nutrients, that have been identified as the greatest water quality problem in the U.S. today; CAFOs are also under increasing scrutiny for their impacts on air pollution and soil health. Application of our Gen3Tech can largely mitigate these environmental problems, while simultaneously improving operational/ resource efficiencies by recovering high-value co-products from the CAFOs’ waste stream, including renewable energy and nutrients. These ‘assets’ have traditionally been wasted or underutilized and are the same ‘pollutants’ that today fuel harmful algae blooms, contaminate groundwater, and exacerbate climate change. Bion’s technology captures and upcycles these polluting waste emissions and discharges to produce renewable energy, organic fertilizers, and/or low carbon fertilizers for corn used in the production of clean fuels.
Many associated with the livestock industry, Bion’s leadership included, believe that within a few years, reducing CAFO impacts – especially ammonia/nutrient control – will be required or incentivized/ subsidized in the U.S., as it is now in the EU. Implementing a new regulatory framework in the livestock industry would create a very large business opportunity for Bion and others to provide ‘retrofit’ solutions to CAFOs to mitigate their environmental impacts. While it has been slow to develop, it was this expectation of regulation (or an incentive-driven, industry-wide transition to cleaner practices) that originally sparked Bion’s commitment to provide technology solutions to the problem. With the recent and growing attention to the environmental impacts from CAFOs, especially impacts related to human health, such as PM2.5 formation and groundwater nitrates, we believe that the demand for change in how CAFOs are regulated (or cleanup is otherwise incentivized) is accelerating and will provide us with a robust retrofit opportunity in the not-too-distant future.
The ARS can recover and upcycle ammonia from any organic waste stream. In 2024 our patents were expanded to include organic waste streams from the industrial and municipal wastewater sectors, as described below. For the last year, we have been evaluating those capabilities and economics and the business opportunities they present. During the second half of calendar 2023, the Company completed construction of our Ammonia Recovery System at our commercial scale demonstration facility located near Fair Oaks, Indiana. Through the end of 2023, 2024, and 2025 to date, Bion executed a series of testing protocols designed to optimize the ARS’s performance, prepare for final design of a full-scale commercial system, and support the economic models for sustainable beef production. The ARS has exceeded expectations for performance related to both ammonia recovery and efficiencies.
Based on the expanded capabilities of the ARS, and resulting from our January 2024 patent, the Company’s focus has shifted away from large integrated beef or other livestock projects to standalone ‘bolt-on’ ammonia control solutions for CAFOs and industrial facilities that use anaerobic digestion (“AD”) to produce biogas. Unlike CAFOs that are regulated under a ‘nutrient management plan’, industrial and municipal facilities are ‘point sources’ under the Clean Air and Water Acts. Their emissions and discharges are strictly regulated by US EPA, and they are required to control nutrients in their waste stream discharge. With the January 2024 patent that extended our IP to include these sources, we believe additional (and potentially very robust) opportunities exist (in addition to animal waste) for our ARS as a standalone ‘bolt-on’ ammonia control solution for those facilities that produce biogas from organic waste streams. We also believe that the standalone opportunity, especially if a retrofit of an existing biogas facility, could represent a much shorter project development timeline and path to revenues, compared to a new beef facility We intend to pursue this opportunity with strategic partners with specific expertise and an operating footprint in the biogas/ renewable natural gas (RNG). We are evaluating several such potential partners at this time.
Bion believes these opportunities can create extraordinary value for our shareholders and employees (all of whom own securities in the Company) and both agriculture and clean fuels partners who join us in our ventures and/or utilize our technology. We anticipate pursuing the opportunities created by our patented Ammonia Recovery System (ARS) and the third-generation technology (“Gen3Tech”) it supports, utilizing a joint venture/strategic partner model and/or through sales/licensing transactions. We believe our technology and our strategic partner model will enhance the businesses of those enterprises utilizing our technology, create value for our shareholders, and improve the planet.
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Changes in Approach
Through the end of calendar 2022, Bion’s strategy to exploit the beef opportunity was focused on developing an initial sustainable beef project as ‘proof of concept’. At the beginning of 2023, under the guidance of Bill O’Neill, our last CEO, Bion’s strategy shifted to executing multiple letters of intent and agreements for sustainable beef JV projects and moving forward with development of those projects in quick succession. During our 2023 fiscal year, Bion entered into three (3) letters of intent (“LOIs”): a) July 2022 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Ribbonwire Ranch (“Ribbonwire LOI”), in Dalhart, Texas (with a provision to expand to 60,000 head) (“Dalhart Project”), b) January 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with the Olson Feeders and TD Angus (“Olson LOI”), near North Platte, Nebraska (with a provision to expand to 45,000 head or more) (“Olson Project”), c) April 2023 letter of intent to develop a large-scale commercial project - a 15,000-head sustainable beef cattle feeding operation together with Dakota Valley Growers (“DVG LOI”) near Bathgate, North Dakota (“DVG Project”). Management at that time believed it would not be difficult to secure participation in our Projects from additional feeders/cattlemen, especially once project financing and offtake agreements for both protein and co-products, were in place. As described above, Mr. O’Neill decided he was unable to accomplish this strategy and departed Bion in May 2024.
Bion’s new leadership team returned the company to its earlier approach, focusing on building an initial ‘flagship’ project to prove the ARS technology and the Gen3Tech platform it supports at full commercial scale. Leadership made this decision after determining that a) a large addressable market for sustainable beef does exist and consumers have demonstrated a ‘willingness to pay’ a premium for sustainable food products; however, since such products cannot be supplied today at scale, it is not a ‘ready’ market and will take time to develop, b) an entrenched industry is never eager for change and it will only occur through enlightened/ proven self-interest, and c) investment capital of the magnitude needed for large scale conversion to sustainable production will first require proof of concept.
New leadership continued to focus on beef, for several reasons, and believed the best opportunity for the Company to prove its sustainable beef concept was with the Stovall Ranch JV in Montana. In June 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies. Turk Stovall is a fifth-generation Montana cattleman, with an extensive graduate-level education in cattle husbandry and an MBA in agribusiness, and he is the largest custom cattle feeder in Montana. He also has broad experience and relationships with both the U.S. and Montana’s beef industry and important state leaders, resources, and agencies. Bion and Stovall agreed to establish a JV, that was to be led by Mr. Stovall, with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’) location in Shepherd, Montana.
Over the following months, it became apparent to Bion’s leadership that a) Bion did not have the requisite partners or resources needed to develop these large integrated projects, b) that project development timelines would be much longer than anticipated, and c) it was unlikely Bion would be able to raise sufficient capital to execute such a plan. Bion correspondingly pivoted to devote almost all of its resources to the bolt-on business opportunity: using the ARS as a standalone ammonia control solution for others’ biogas production facilities. We are currently focused on existing large-scale livestock facilities with digesters in place, since they have waste streams for which the ARS has been optimized. Further, we have and will continue to add resources to pursue opportunities in the industrial wastewater sector, where regulatory drivers already exist, and we believe the ARS and its byproducts may give us a competitive advantage over existing solutions. We have no intention of abandoning our opportunities to develop integrated sustainable livestock projects, which we believe our technology and business model is best suited for. However, we believe the bolt-on business opportunity has the advantage of requiring substantially less capital and could represent a much shorter path to fertilizer production and revenues.
The Company’s on-going difficulties raising needed funds over the past two years have rendered the Company unable to meet its current creditor obligations on a timely basis. The Company has engaged in discussion/negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when, and how much funding the Company will be able to raise in future periods. As a result, the primary contractor has filed a mechanics in Indiana and is pursuing action in federal court, and other creditors are threatening to commence or have commenced litigation and/or repossess/remove leased equipment. The Company is behind on its lease payments related to the site of the Initial Project. On September 5, 2024, three members of the BLG met with representatives of two of the largest creditors: the primary contractor and the property lessor. We have resumed payments to certain creditors, whose services the Company requires to continue operations at Fair Oaks, including partial lease payments to the property lessor (and ongoing supplier of digestate). Discussions and ultimate resolution are ongoing and subject to court proceedings (see N, above) and Bion’s ability to raise capital in a timely manner. We have implemented extreme cost savings measures: maintaining only mission-critical operations and funding. These measures will continue until we can execute a larger financing or obtain other sources of capital, such as a potential strategic investor/partner or license agreement.
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Bion is currently in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution, and others involved in reducing the environmental footprint of biogas, agriculture, and livestock production. Bion is now evaluating a number of these as potential development and finance partners for project opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have demonstrated interest in the product. Bion believes that these industry relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently completed an engineering/ technology optimization report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
Bion’s new leadership team is strongly committed to Bion’s continuation, its future success, and its shareholders. We have refocused the Company’s efforts to the bolt-on opportunity, to prove the technology at full scale and reach revenues more quickly. We believe this puts us on a more achievable path. Further, this strategy will substantially reduce our need for capital, and we believe that a more reasonable and credible objective will make it easier to raise that capital. We also believe that the recent changes in leadership will lend validation and credibility to Bion and its business plan, making it easier to execute needed strategic alliances and raise capital from potential strategic, institutional, and retail investors.
Renewable Energy/ Clean Fuels Strategic Partner
Bion is currently (and has been) in discussions with several companies related to strategic partnerships in renewable energy – RNG – and fertilizer production. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, as well as a growing focus on water, the sectors have become closely intertwined, They are evolving quickly, and integrated solutions have become increasingly complex. While Bion has over 30 years of experience in capturing and recycling nutrients, the Company needs to build on its own abilities by affiliating with strategic partners to fully understand the overlapping opportunities in the two spaces, and how to exploit them to their fullest potential. Bion is now evaluating both European and U.S. renewable energy developers, operators, and investors to determine the best fit for moving forward with AD/RNG development, both here and in the EU, as well as development partners in industrial opportunities. After its IP was extended to industrial and municipal waste streams in January 2024, Bion announced its intention to establish strategic partnerships and to market the ARS as a standalone ’bolt-on’ ammonia control solution for anaerobic digestion (“AD”) of both animal manure waste (non-Bion livestock waste treatment facilities), as well as industrial wastewater, both in the U.S. and in Europe (See Standalone Opportunity below).
Bion is now focused primarily on: i) operation and production of fertilizer samples at the Initial Project, our commercial-scale ARS installation at Fair Oaks, IN, ii) identifying biogas/ clean fuels partners for both livestock and industrial projects, iii) developing applications and markets for its low carbon and organic fertilizer products (including life-cycle analysis (LCA) to determine Carbon Intensity (CI) Score for both liquid and solid products, and organic listings/certifications for multiple liquid products), iv) exploring opportunities related to stand-alone ARS markets, (v), discussions regarding initiation and development of agreements and joint ventures (“JVs” as discussed herein), and vi) ongoing R&D activities. Each of the initiatives/activities mentioned above are subject to resolution of the financial constraints facing the Company that are described in multiple places in this document.
Technology Platform and Development
Bion has invested decades of work and substantial capital in the development of our technology and technology platform since 1989. The predecessors to Bion’s Gen3Tech platform, our patented first- and second-generation technologies (“1G and 2G Tech”), were proven at commercial scale. Over 30 of these systems were deployed at New York dairies, Florida food processing facilities and dairies, North Carolina hog farms, a Texas dairy and a Pennsylvania dairy. The 2G Tech was reviewed and qualified for federal loan guarantees under USDA’s Technical Assessment program. Bion’s 2G Tech dairy project (“Kreider 1” or “KF1”), located at Kreider Farms in Pennsylvania (“PA”) received the first verified /measurable nutrient reduction credits from a non-point source livestock facility in the U.S. and its nutrient reductions were verified by the Pennsylvania Department of Environmental Protection (“DEP”) during 2012. For more information on Bion’s 2G Tech, please see Bion’s Form 10-K, for the year ended June 30, 2023. (and prior years).
A key attribute of Bion’s 2G Tech, now our Gen3Tech, was that nutrient and other pollution reductions could be measured, providing a level of verification on par with a municipal wastewater treatment plant, which created the opportunity for the nutrient reductions to be used as “qualified offsets” to EPA-mandated requirements. However, while it was an engineering success, the 2G Tech failed financially because the platform was dependent on either regulation or revenues from an anticipated incentive program under the Chesapeake Bay Strategy, that did not materialize. By the mid-2010’s, it became apparent that neither of these options were imminent or even assured, so the Company initiated the steps to reimagine and redesign its technology. The Gen3Tech platform was developed to maximize value from resource recovery and co-products, by using AD to produce biogas and our ARS to produce fertilizer products. By verifying these processes to the consumer, we would achieve premium pricing from USDA PVP-certified ‘environmentally sustainable’ retail branding of the animal protein products it supports. Further, the third-generation platform provides enhanced nutrient control, compared to prior versions, and will also generate verified water quality trading credits (or some other form of payment for ecosystem services that we believe is inevitable for nutrient impaired watersheds).
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The core technology that supports the Gen3Tech platform is Bion’s patented and proprietary Ammonia Recovery System (ARS), which utilizes existing commercial evaporation and distillation process equipment (with decades of reliability and service history) that is customized for Bion’s specific applications. The first patent on the ARS was filed in 2015, for an ammonia recovery process that produces ammonium bicarbonate (a commercial fertilizer) without external chemical additives, thereby providing the basis for organic certification. A Notice of Allowance from the US Patent and Trademark Office (“USPTO”) was received during August 2018 related to this patent application and the patent was subsequently issued. Since July 2017 Bion has filed for continuations of this patent to provide broadened protections and to cover improvements to the process developed in the interim. During August 2020 the Company received a ‘Notice of Allowance’ for our third patent related to our Gen3Tech and additional related applications are pending and/or planned (See “Patents”). In January 2024, the ARS claims were extended to industrial and municipal wastewater streams, in addition to the animal manure waste streams, previously covered.
In June 2025, Bion completed and released its Technology-Optimization Report, that details the development and 18-month optimization of the ARS at our demonstration facility in Fair Oaks, Indiana. The optimized ARS demonstrated it is stable and can maintain continuous steady-state operations, reliable, and scalable. The ARS also showed it can achieve its ammonia reduction targets by evaporating one-third less water than was anticipated and modeled. That translates to significantly better economics, including lower fertilizer production costs. The platform is now ready for the final design process of a full-scale commercial system, which is subject to project-specific details, location, and feedstock characteristics.
Ammonia Recovery System
The patented ARS is the core of Bion’s Gen3Tech platform. It recovers and upcycles more than 90 percent of the volatile ammonia that is available in the livestock manure (or other organic) waste stream effluent after biogas/methane is produced through anaerobic digestion (AD). The technology has applications in various industrial organic waste streams, including food processing, slaughter/packing plants, and municipal facilities that utilize AD to produce biogas. The ARS utilizes the CO2 that is also in the organic waste stream to stabilize the ammonia, forming ammonium carbonate/bicarbonate in either a liquid or solid form. Ammonium bicarbonate has a long history of use as a water-soluble nitrogen fertilizer, that was commonly used before the advent of low-cost synthetic fertilizers, such as urea.
Ammonia nitrogen enters the environment through volatilization (evaporation) from the AD effluent, before and after it is applied to croplands as fertilizer, or it enters the water supply directly in runoff from fields where it has been spread. Approximately 80 percent of the ammonia in livestock manure is lost in this manner. Once the ammonia has escaped to the environment, it is highly mobile, water soluble, and difficult to recapture and treat (it is the primary cost-driver in municipal wastewater treatment). Airborne ammonia can contribute to the formation of PM2.5, small inhalable particulate matter that causes respiratory distress and is regulated under the Clean Air Act. In runoff, ammonia in the form of nitrate contaminates groundwater and fuels algae blooms in coastal waters that are becoming increasingly toxic. Ammonia nitrogen is the primary driver of nutrient runoff that US EPA calls the most expensive and difficult to treat water quality problem in the U.S. today. Capturing and stabilizing the ammonia both minimizes its environmental impacts and allows us to produce our low-carbon and/or organic ‘pure’ nitrogen fertilizer products that can be transported to where they are needed and applied when they are needed.
Operating results at the Initial Project demonstrate ARS performance exceeds initial expectations for ammonia recovery and related economics. The Company has achieved multiple key technical objectives in the optimization of the ARS, which will support the final design process for full-scale systems. The ARS has achieved and maintained controlled operations under a variety of conditions, producing both liquid and crystal ammonium carbonate/bicarbonate, Bion’s commercial nitrogen fertilizer products. Bion has optimized the ARS’s operating parameters and has demonstrated that it meets and/or exceeds the results needed for Bion’s economic models for large-scale commercial projects.
Bion received an OMRI (Organic Materials Review Institute) Listing on its first commercial nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution, in August 2024, which provides assurance to organic growers and their certifiers that the fertilizer can be used in organic production. Fertilizers that can be used in organic production command substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as urea. Bion will initially focus on several markets for its OMRI Listed fertilizers, including production of high-value specialty crop fruits & vegetables, organic row crops, such as corn, and hydroponic, aeroponic, and greenhouse applications. Bion also expects demand in regions where nitrogen inputs are required to maximize the benefits of cover crops and is also evaluating opportunities in regenerative practices. Bion is also evaluating non-agriculture markets, including retail home lawn and garden, golf courses, city parks, schools, and youth sports fields, which are all experiencing trends to natural and safe products. At this time, Bion intends to continue producing fertilizer products at the Initial Project to support testing and life-cycle analysis, product trials, and ongoing organic and low-carbon fertilizer initiatives. Bion has produced and will continue to produce a solid/granular nitrogen fertilizer product at the Initial Project which we believe will be both ‘Climate-Smart’ and ‘Water-Smart’ – a pure nitrogen fertilizer with a low carbon footprint, that is water soluble and readily available to plants.
Final economic and energy efficiency models will be validated during the final design process. The Company has prepared an evaluation and technology optimization report on the ARS and its economics, under guidance from Buflovak. We believe this data will also provide potential stakeholders, including a) livestock producers, b) biogas and clean fuels developers and producers, c) operators of industrial and/or municipal facilities utilizing ADs and d) financial institutions with the information they need to proceed with confidence in collaborating with Bion on projects. Each of the initiatives/activities referenced above are subject to resolution of the financial constraints facing the Company that are described in multiple places in this document.
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Gen3Tech Platform
Our Gen3Tech platform provides comprehensive waste treatment and resource recovery that is unmatched in the industry today. The platform consists of manure handling and conditioning, anaerobic digestion (AD) and biogas upgrading, coupled with our Ammonia Recovery System (ARS) and fertilizer processing, handling and storage. The Gen3Tech platform is the basis for a JV business model with four primary distinct revenue streams: 1) pipeline quality renewable natural gas and related carbon and other environmental credits, 2) premium fertilizer product and related credits s: organic and ‘low-carbon’, 3) premium pricing/revenues for USDA PVP-certified (or otherwise verified) ‘Environmentally Sustainable’ or ‘Eco-friendly’ branded meat at the retail level, and potentially 4) nutrient reduction credits in certain watersheds. Carbon and nutrient credit revenues will be supported by third-party verification of the waste treatment processes with relatively limited incremental cost to Bion. The same verified data will also provide the backbone for the USDA PVP-certified sustainable brand, with limited incremental cost.
| 1) | Renewable energy and renewable energy- and carbon-related credits: |
Bion’s Gen3Tech platform utilizes anaerobic digestion (“AD”), customized to maximize both recovery of biogas (methane) and ammonia nitrogen from the waste stream. At sufficient scale, methane produced from AD can be cost-effectively conditioned/cleaned, compressed and injected into a pipeline or used onsite, depending on project needs and economics. The US Renewable Fuel Standard (“RFS”) program and state programs, like the LCFS in California and elsewhere, provide ongoing renewable energy credits for the production of biogas and its subsequent use as a renewable fuel. The CO2 recovered in the gas cleaning process will be recycled for use in the production of organic fertilizer products along with the ammonia-rich digestate, instead of venting it to atmosphere. Gen3Tech facilities can also generate photovoltaic (solar) electricity from modules placed on the roofs of the barns (approximately 12 acres of rooftop per 15,000 head of cattle module) to supply onsite needs and/or export to the grid, depending on project requirements. Additional renewable energy-related credit programs are being developed that Bion believes will impact these revenues, including a Carbon Intensity (CI) score that measures the amount of carbon produced per unit of energy produced.
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Fertilizers: Organic and ‘Low Carbon’:
The Company has focused a large portion of its activities on developing, testing, and demonstrating the 3rd generation of its technology and technology platform, with emphasis on increasing the efficiency of production of valuable co-products from the waste treatment process, including ammonia nitrogen in the form of low carbon and/or organically certified soluble nitrogen fertilizer products. The ammonium bicarbonate products (liquid and solid) produced by Bion’s Gen3Tech platform require the use of no outside compounds or chemicals and will enjoy a dramatically lower carbon footprint than synthetic nitrogen fertilizers.
Much of the reactive nitrogen captured and upcycled into our fertilizer products was going to be lost through volatilization and runoff, and that loss would generally need to be offset with a synthetic nitrogen fertilizer, such as anhydrous ammonia or urea. These synthetic nitrogen products are produced through the Haber-Bosch (and other) synthetic processes, which converts hydrogen and atmospheric nitrogen to ammonia in the form of urea, with methane from fossil fuels as the energy source. It is an extremely energy-intensive process with a very large carbon footprint that accounts for much of agriculture’s overall carbon footprint. To the extent that Bion can capture and repurpose the nitrogen traditionally lost from livestock waste, that carbon cost will no longer need to be paid by the environment/climate.
The Company’s low concentration ammonium bicarbonate liquid product successfully completed its Organic Materials Review Institute (“OMRI”) application and review process with listing approval during May 2020. In March 2024, Bion applied for an OMRI (Organic Materials Review Institute) Listing on its first commercial nitrogen fertilizer product, a 10-0-0 ammonium bicarbonate solution. Bion was granted the Listing in August, which provides assurance to organic growers and their certifiers that the fertilizer can be used in organic production. Ammonium bicarbonate, manufactured using thermal and mechanical processes, has a long history of use as a fertilizer. Fertilizers that can be used in organic production command substantially higher prices than synthetic (chemically-produced) commercial fertilizers, such as urea. Based on preliminary market surveys to date, we believe that existing competing organic fertilizer products are being sold presently at price points significantly greater than Bion’s projected cost and projected pricing. Bion will initially focus on several markets for its OMRI Listed fertilizers, including production of high-value specialty crop fruits & vegetables, organic row crops, and hydroponic, aeroponic, 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. We also believe that livestock products from animals raised with feed grains grown using Bion’s organic ammonium bicarbonate fertilizer products (and that otherwise qualify) will receive organic approvals. Bion is also evaluating non-agriculture markets, including retail home lawn and garden, golf courses, city parks, schools, and youth sports fields, which are all experiencing trends to natural and safe products.
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In addition to liquid ammonium nitrogen fertilizer, Bion’s ARS is capable of recovering nitrogen in the form of solid ammonium bicarbonate products containing up to 18%-22% (or higher) nitrogen in a crystalline form that is easily transported (while producing liquids with various percentages of ammonium bicarbonate nitrogen during interim stages of the process). This solid product is water soluble and provides a readily available nitrogen source for crops. It will contain virtually none of the other salt, iron and mineral constituents of the livestock waste stream that often accompany other organic fertilizers. This product is being developed to fertilizer industry standards so that it can be precision-applied to crops using existing equipment.
Applications for our first solid form of concentrated ammonia, soluble nitrogen fertilizer product line were filed with OMRI (filed during May 2021) and CDFA (filed during May 2022) without success, to date. After an extended review processes (which was largely opaque), the OMRI application proceeded through multiple stages without receiving a positive result. The Company’s solid product line is novel (in the context of organic certification) in part due to the fact that no formal listing category currently in the organic space for a solid form of concentrated ammonia, soluble nitrogen fertilizers and there is no clear guidance at present from internal policy manuals on how to categorize this product and the process that produces it. There is also no clear guidance at present from either the NOP or the National Organic Standards Board (“NOSB”) (which is currently involved in a related review and recommendations process regarding ‘high nitrogen liquid fertilizers’ derived from ammonia from manure). The Company and its representatives, along with a number of other organic fertilizer stakeholders, are involved in discussions regarding resolution of these matters at all three levels. The Company intends to continue efforts to obtain listing/certification for its solid nitrogen fertilizer line over the course of this fiscal year. The overarching standard of organic production, per NOP guidelines, is that a “product shall have been produced and handled without the use of synthetic chemicals…” That is rule Number One. At NOP, the term "synthetic" means “a substance that is formulated or manufactured by a chemical process or by a process that chemically changes a substance extracted from naturally occurring plant, animal, or mineral sources, except that such term shall not apply to substances created by naturally occurring biological processes.” In evaluating and approving Bion’s liquid ammonia for OMRI listing, Bion’s patented ammonia recovery system was not deemed synthetic. That is an important distinction for future Bion product filings based upon the same patented process.
Bion believes that its crystalline ammonium bicarbonate will have use in another, potentially large, fertilizer market: production of corn grown for ethanol that is then upgraded to sustainable aviation fuel (SAF). The Company is exploring the market potential for its fertilizer (in liquid and/or solid forms) as a verifiably low carbon/ ‘Climate Smart’ product (potentially a much larger market than the organic market) with focus on producing corn used for biofuels. The carbon footprint (Carbon Intensity) of clean fuels (and therefore the tax credits available for their use) is determined by a ‘life cycle analysis’ (LCA) that considers all the energy inputs to the fuel and its production processes, compared to a fossil-fuels baseline. In the case of corn ethanol that can be upgraded to SAF, one of the largest inputs is the fertilizer used to grow the corn. The baseline for that fertilizer is urea. We believe Bion’s ability to substantially reduce the carbon footprint of the fertilizer, and therefore that of the entire chain, will create significant value for our partners and customers.
Irrespective of an organic certification, Bion will endeavor to demonstrate the substantially lower carbon footprint of its fertilizer, compared to a synthetic urea product. This will require working with industry and academic entities to develop appropriate metrics and produce an independent ‘life cycle assessment’ (LCA) for Bion’s ammonium nitrogen fertilizer product, which can be compared to conventional nitrogen fertilizer products, like urea. Because Bion’s ARS recovers both nitrogen and CO2 from the waste stream (including using CO2 usually vented to the atmosphere as a stabilizing agent), it creates added carbon offsets compared to natural gas utilized as feedstock in chemical ammonia production, which reduction will be reflected in the LCA. This LCA will assess environmental impacts associated with fertilizer production in support of the beef cattle supply chain for both the existing conventional approach (primarily fossil fuel-based Haber-Bosch production methods) and the largely decarbonized Bion production approach. We believe a series of coincident, yet significant LCA benefits accrue from Bion’s patented fertilizer production approach that will lead to a very low carbon footprint. Further, Bion believes that current evaluations of the carbon impact from feedlot operations materially underestimate the negative impacts because existing models do not properly include significant ‘downstream’ carbon impacts of required energy intensive wastewater treatment for re-deposited ammonia nitrogen. The Company believes there is a significant ‘Climate Smart’ opportunity for our fertilizer products, such an LCA can be completed (based in part on data from the Initial Project) and support marketing efforts well prior to operational dates for the Company’s initial large-scale JV projects. Bion has conducted a preliminary LCA – while it is not considered ‘independent’, it used the internationally-accepted GREET model – and it demonstrates our ammonium bicarbonate has a dramatically lower carbon footprint that is 96 percent less compared to the urea baseline.
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| 3) | Sustainable Brand Premium: |
Consumers have demonstrated a willingness to pay a premium for safe and sustainable food choices. Based on Bion’s recognition of the potential opportunities created by such willingness, beginning in 2015, Bion worked with the USDA’s Process Verified Program (“PVP”) – the ‘gold standard’ in food verification and branding – to establish a USDA PVP-certified sustainable brand. Bion received conditional approval from the PVP related to its Kreider 1 project (utilizing 2G Tech). It is our intention to submit an application for the Gen3Tech platform when the initial Gen3Tech Project is operational and seek an approval for certification based on third-party-verified reductions in nutrient impacts, greenhouse gases and pathogens in the waste stream (and other attributes), based on our Gen3Tech platform. PVP certification incorporated as part of a recognizable brand (together with point-of-sale information) will provide consumers with products and brands that can be trusted. Bion believes that such a brand and livestock product line will command a pricing premium for Bion’s livestock JVs and their customers.
Food safety and sustainability are issues of growing importance in the U.S. and worldwide. Bion’s branding initiative reflects trends already underway in the livestock industry. Driven by growing consumer demand, large food retailers (such as Walmart and Costco) and restaurant chains (including Chipotle and McDonalds) are increasingly demanding greater responsibility and improved sustainability in food production practices from their suppliers. The Global Roundtable for Sustainable Beef (“Roundtable”) was created to advance a sustainable global beef value chain that is “environmentally sound, socially responsible and economically viable”. The Roundtable represents members from across the supply chain, including U.S., Canadian and Australian cattlemen’s associations, Cargill, JBS, Elanco, McDonalds and A&W.
Large institutional investors have begun to pressure the livestock industry. Ceres and several other large activist institutional investors have already expressed concerns about carbon footprint, water quality, antibiotic usage and animal welfare in letters to management of their investment holdings in the food production industry. The Collier Farm Animal Investment Risk & Return (“FAIRR”) Initiative was recently launched to highlight the environmental, social, and governance (“ESG”) risks associated with large-scale livestock production.
In past years, the UN FAO has issued several highly critical reports of the livestock industry, more recently focused on its impacts on climate change. While some of their early reports were based on incomplete data and faulty methodologies and have since been somewhat quietly ‘retracted’, a wide array of activist groups, including climate, animal rights, and anti-factory farming advocates, have seized on them to create a global “anti-meat” messaging campaign. Their messaging is predicated on the (incorrect) notion that agriculture, and the livestock sector specifically, is the largest contributor to climate change, greater than the energy and transportation sectors. While this fact has been publicly ‘debunked’, the anti-meat campaign has been joined and amplified by various other stakeholders, governments, and more recently, competitors in the alternative protein space, such as plant-based and cellular meats.
Over the last few years, most large meat and dairy product retailers have announced ‘sustainability’ initiatives, although the definition of sustainability is often unclear. Based on recent statements from the industry regarding sustainability policy, many that identify goals that are 10 to 30 years in the future, Bion believes that sustainability on the production side will look a lot like what the Company’s Gen3Tech platform can provide today. The Gen3Tech platform can deliver verifiable metrics that demonstrate meaningful improvements in sustainability for livestock production that are unmatched in the industry today, including a dramatically reduced carbon and nutrient footprint; lower negative impacts to water, soil and air; increased pathogen destruction; and other environmental and public health impacts. The Covid-19 pandemic has further heightened consumer awareness and concerns related to a) environmental sustainability, b) food safety, c) sourcing and traceability and d) humane treatment of both animals and workers.
The more the livestock industry’s supply chain practices become transparent and known by consumers, the more consumers are seeking alternatives. Bion’s ‘Sustainable’ branding program is designed to address a wide array of consumer concerns including: a) ‘where does your food come from?’ (animal heritage information); b) climate change (carbon) and other key environmental impacts (air/water/soil); c) antibiotic use/ standards; d) animal welfare/ humane treatment; e) laborer welfare/ working conditions. These issues can be addressed with the consumer through general advertising and/or at the point of sale with a QR code on the packaging that links back to product-specific data. The verification processes that will be employed by Bion’s Gen3Tech platform support block chain traceability, providing accountability throughout that part of the supply chain addressed by Bion’s platform and enabling any quality issues to be quickly identified by lot and location, minimizing risk to its consumers. In essence, Bion’s comprehensive technology platform will enable its livestock JVs and other adopters to be not only the provider of the product the consumer wants, but also the businesses that shares their consumers’ values.
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| 4) | Water Quality Trading/ Nutrient Credits: |
In parallel with technology development, Bion has worked (which work continues) to implement market-driven strategies designed to stimulate private-sector participation in the overall U.S. nutrient and carbon reduction strategy. These market-driven strategies can generate “payment for ecosystem services”, in which farmers or landowners are rewarded for managing their land and operations to provide environmental benefits that will generate additional revenues. Existing renewable energy credits for the production and use of biogas are an example of payment for ecosystem services. Another such strategy is nutrient trading (or water quality trading), which will potentially create markets (in Pennsylvania and other states) that will utilize taxpayer funding for the purchase of verified pollution reductions from agriculture (“nutrient credits”) by the state (or others) through competitively-bid procurement programs. Such credits then can be used as a ‘qualified offset’ by an individual state (or municipality) to meet its federal clean water mandates at significantly lower cost to the taxpayer. Market-driven strategies, including competitive procurement of verified credits, are supported by U.S. EPA, the Chesapeake Bay Commission, national livestock interests, and other key stakeholders. Legislation in Pennsylvania to establish the first such state competitive procurement program passed the Pennsylvania Senate by a bi-partisan majority during March 2019 but has not yet crossed other hurdles required for actual adoption.
Bion believes that nutrient reduction (and other similar) credits and/or other methods of monetizing environmental benefits from the capture and re-purposing of the nutrients (largely nitrogen and phosphorus) from the livestock waste stream, will become available in multiple states over the next several years. The passage in the Pennsylvania (“PA”) Senate of key legislation – SB 575 – in June 2019 that would have established a competitively-bid market for nutrient credits in PA, is indicative of the trends. Despite the fact that the bill was not considered in the House, due to the Covid-19 pandemic (a re-introduced bill will have to be considered again in the current and/or future sessions, Bion anticipates that after passage of a similar bill in the future, PA will establish a competitively-bid market for nutrient credits within twelve months after legislative passage and being signed into law by the Governor. See “Policy Change is Coming” and “Kreider Poultry Joint Venture and Pennsylvania and Chesapeake Bay Initiatives” below for discussion of the history and status of matters in PA. Political pressures, coupled with resistance from the entrenched interests of the cleanwater ‘status quo’, make it impossible to reasonably project a timetable for adoption of the policy changes needed to establish a nutrient trading program (or similar program that would allow agriculture to monetize low-cost nutrient reductions).
Initial Project
The Initial Project is our commercial-scale Ammonia Recovery System that was designed to demonstrate and optimize our core technology in preparation for development of a full-scale commercial project. During September 2021, Bion entered into a lease for the development site of the Initial Project, located on approximately four (4) acres of leased land near Fair Oaks, Indiana, and a related agreement regarding disposal of manure effluent with the Curtis Creek Dairy unit of Fair Oaks Farms (“FOF”). Design and pre-development work commenced during August 2021 and construction was largely completed in September 2023, several months behind schedule. The facility utilizes effluent from the anaerobic digesters that process the waste from the dairy. The ARS demonstration facility has exceeded expectations for both treatment performance and economic efficiencies.
Although envisioned as a small commercial facility, due to several constraints previously described, the project was not developed at economic commercial scale or with an expectation of profitability. The facility is large enough to demonstrate engineering capabilities of Bion’s ARS at commercial scale, but small enough that it could be constructed and commissioned relatively quickly. It was designed so that successful installation, commissioning, and operations could demonstrate scalability, determine operating parameters at scale, and provide ongoing production and engineering capabilities, all being critical steps that must be accomplished before developing large projects with JV partners. The Initial Project produced a 10-0-0 commercial nitrogen liquid fertilizer that received an OMRI Listing as described above.
Originally, construction and onsite assembly operations were targeted to commence sometime late in 2022, however, supply chain backlogs (many pandemic associated) delayed delivery dates for core modules of the Bion system to the site until during January 2023. Construction has been substantially completed related to Phase 1 of the Initial Project, shakedown and optimization completed, and the operation is now focused on final optimization of operation parameters for final design of full-scale systems. See Note 3 “Property and Equipment”.
Upon completing the Initial Project’s mission—only final design of the first commercial project remains—the Company will determine whether to continue to operate it at that location or relocate the core modules to an alternative permanent location. The Company has engaged in discussion with the University of Nebraska-Lincoln to jointly develop an integrated beef facility based on Bion’s Gen3Tech and business model at its Klosterman Feedyard Innovation Center (“KFIC”) (or other mutually agreed upon location) which facility would include innovative barns, an anaerobic digester and a Bion ARS system to conduct ongoing research and development related thereto and the KFIC is a possible site for the long-term re-location of the core modules. This venture, if it moves forward, is anticipated to include joint preparation of applications for grants and other funding from the USDA (‘climate smart’ program, rural development, etc.) and other sources. The Company will also evaluate re-locating the core module of the Initial Project to Dalhart, Texas, where it might be integrated into the first phases of the Dalhart Project and/or to other locations.
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Business Opportunities
Bion’s core ARS technology and the Gen3Tech platform and business model it supports, create three distinct, but related, opportunities for Bion and its strategic partners to exploit: 1) standalone ammonia control for industrial or livestock waste biogas production, and 2) retrofit of existing CAFOs to mitigate environmental impacts, 3) the transition to sustainable and sustainable-organic beef. Bion leadership believes the sustainable beef opportunity is still developing, but that our solution is unique at this time. We have determined that the ARS has many applications in the industrial sector. Early indications are that there will be a ‘sweet spot’ (a combination of source, concentration, and solids content) where the ARS can provide cost-effective solutions, especially for food waste and food processing waste, including livestock packing/ slaughter waste, which waste stream is quite similar to manure waste. While the retrofit opportunity will require policy change, when cleanup of the $175B livestock industry is mandated, it represents an opportunity for Bion and others that is very large.
Standalone Opportunity
Based on results with our ARS at the Fair Oaks facility, and after our IP was extended to industrial and municipal waste streams in January 2024, we announced our intention to establish strategic partnerships in the biogas/RNG sector and to market the ARS as a standalone ’bolt-on’ ammonia control solution for anaerobic digestion (“AD”) of both animal manure waste (non-Bion livestock waste treatment facilities), as well as industrial and municipal wastewater, both in the U.S. and in Europe:
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INDUSTRIAL WASTEWATER represents our best opportunity in the US, because these types of facilities are already regulated by point source water discharge standards. AD is now used at more than 1,269 water resource recovery facilities in the U.S., with another 102 stand-alone systems that digest food waste. The American Biogas Council estimates that there are an additional 8,600 sites with development potential. Germany, by comparison, has almost 10,000 operating AD sites, indicating the potential for substantial growth in biogas production here in the U.S.
In an industrial application, ammonia control is an anticipated cost – Bion anticipates it could be paid a tolling fee to remove the ammonia nitrogen from the discharge stream. As a service provider, Bion will need to be the ‘low-cost solution’ compared to other ammonia removal technologies, although higher treatment costs could be mitigated by byproduct values as described below. This is a new application of our technology, in a sector that is evolving quickly with the increasing focus in the U.S. on biogas production from organic waste. With our expertise and experience limited to animal waste, it is critical that we identify a strategic partner in this space as soon as possible.
Bion’s technical and economic advantage in this space is our ammonium bicarbonate fertilizer and our operational expertise. Technology competitors, such as ammonia stripping, may not produce a salable product at the end of their treatment process (stripping mostly releases nitrogen gas to the atmosphere). In the organic fertilizer markets, our competitors are also able to capture ammonia, but not stabilize it inexpensively, leading to higher production costs than we anticipate. In the low-carbon fertilizer space, our low net cost due to the tolling fee may offset the lower production costs we anticipate for large scale green ammonia projects we might compete with. As a result of this ‘double dip’ (being paid both to remove the ammonia, then to sell it as a fertilizer), we think this space should be a good fit for Bion.
We believe food waste, food and beverage processing waste, and meat and poultry slaughter/processing waste may be the best fit for our technology. Their wastewater streams are concentrated, relatively consistent, and have similar characteristics to the animal waste stream our technology was developed to treat. Municipal wastewater treatment is much more complex, owing to the wide variety of components/ contaminants in the waste stream, including PFAS (dissolved from plastics), siloxane (chemical material from makeup and other personal products), pharmaceuticals, etc. Bion would need to conduct extensive pilots and trials prior to entering the municipal space. Again, a strategic engineering partner with municipal experience will be critical to success in this space if we decide to pursue it.
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ANIMAL WASTE. According to the American Biogas Council there are more than 473 animal waste digesters operating in the U.S. today, most on dairy operations. The American Biogas Council and USDA’s AgSTAR program estimate more than 8,000 additional sites with development potential. Bion’s ARS was designed specifically for this purpose: control ammonia from livestock waste and produce the highest value byproducts with it.
In the U.S., post-AD animal waste digestate is treated like raw animal manure and can be land-applied under a nutrient management plan. Absent a regulatory driver, there is no tolling fee opportunity in the U.S., yet. While animal waste AD is not required to comply with point source discharge permits, in certain areas like California, nutrient management budgets are stretched, and it is becoming increasingly difficult to find enough land to apply the digestate. Identifying those areas will be the key to success in this market.
We expect regulatory drivers to develop in the U.S. on a regional basis initially, based on groundwater contamination and PM2.5 levels (see earlier discussion). The new PM2.5 regulations are just being published, so it will be some months before we have clarity on exactly what the new non-attainment areas are. The CA central valley is one of the first places where PM2.5 levels could drive ammonia regulations and create that regulatory driver. More than a dozen states have severe groundwater concerns, mostly related to agriculture. While behind the PM2.5 issue, groundwater is now viewed as a health issue and is gaining quickly. Recent trends in Michigan and California indicate they may soon begin to regulate animal waste digestate in the same manner as any other industrial source, subject to groundwater permitting requirements.
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The European Union is ripe for nutrient control of post-AD animal manure waste, due to an existing focus on ammonia and nitrogen, and strong subsidy market drivers that essentially serve the same purpose as regulation. Bion has already been named as the ammonia control technology provider for a regional dairy waste AD project in Ireland that is awaiting federal funding. Bion believes its proven technology and value-added fertilizers will give it a significant competitive advantage in the EU markets.
CAFO Retrofit Opportunity
As one of the largest contributors to some of the greatest air and water quality problems in America, it is clear that livestock waste cleanup represents one of the greatest opportunities to achieve wholesale and meaningful improvements in U.S. air and water quality and to dramatically reduce the negative environmental impacts from the food supply chain. Bion’s Gen3Tech platform can largely eliminate the environmental impacts of CAFOs. Bion’s technology, coupled with its unique business model, enables the cleanup of the ‘dirtiest’ parts of the food supply chain: animal protein production and generates value to help offset the costs of that cleanup. Cleaning up the livestock supply chain will be expensive and will require subsidies. Bion’s management believes that CAFO cleanup, driven by either regulation or incentive, is inevitable and that our technology, which was ‘purpose built’ for this challenge, will play an important role in that cleanup.
The livestock industry and its markets are already changing. With our commercial-ready technology and business model, Bion believes it has a ‘first-mover advantage’ over others that will seek to exploit the opportunities that will arise from the industry’s inevitable transformation. Bion anticipates moving forward with the development of its initial commercial installation utilizing its Gen3Tech with the Stovall-Bion JV, during the current 2024 calendar year. We believe that the success of this project will demonstrate that CAFO cleanup can be achieved and can provide a pathway to true economic and environmental sustainability, with ‘win-win’ benefits for the livestock industry, the environment, and the consumer. Bion intends to pursue this opportunity for CAFO cleanup and advocate for its implementation on a broad scale.
Sustainable Beef
Bion believes there is an evolving opportunity to provide sustainable production solutions to the cattle feeding industry. We believe we were too ‘early’ in our efforts to establish integrated sustainable beef projects, but that the beef industry represents the ‘best use’ of Bion’s system capabilities and attributes. The beef industry today faces a wide range of challenges, from a fragmented commodity-producing industry with narrow margins to antiquated and inefficient production practices that start with outdoor feedyards. Beef production and consumption is a primary target of the global ‘anti-meat’ messaging campaign from consumer, investor, and environmental advocacy groups (and the industry’s competitors in the alternative plant-based and cellular protein spaces). Bion believes there is an opportunity to produce truly sustainable beef, certified by USDA, with dramatic, third-party verified reductions in the negative environmental effects by mitigating nutrient, greenhouse gas, and other environmental impacts. To accomplish Bion’s goal, we will have to partner with producers and other technology companies who provide solutions for different links of the beef value chain. A joint venture/strategic partner-focused business model will be needed to deliver a premium sustainable product to the consumer and increased profitability up and down the supply chain.
At present, there is essentially no traceable and verifiable ‘sustainable beef’ available to the US market, except for niche products. In response to consumer demand for transparency and sustainability, Bion expects the meat industry in general, and beef specifically, to evolve towards using new technologies to deliver these attributes. While we anticipate a faster adoption of tracking, verification and sustainability technologies in other perishable food categories, like produce and dairy due to their shorter product cycles (and related harvest and production techniques), meat industry leaders have also announced their willingness to move forward with initiatives in this area. Many companies have announced ‘sustainability’ initiatives, but most appear to consist largely of ‘greenwashing’ marketing commitments rather than substantive undertakings at this date. Bion believes that substantial unmet demand currently exists – potentially very large – for ‘real’ meat/dairy/egg products that offer the verifiable/believable sustainability consumers seek, but with the taste and texture they have come to expect from American beef and pork, dairy and poultry. Numerous studies demonstrate the U.S. consumers’ preferences for sustainability and their ‘willingness to pay’ (WTP).
To Bion’s knowledge, there is no comprehensive treatment solution for beef manure waste other than our Gen3Tech Platform. Further, Bion’s business model, which addresses the entire supply chain, creates additional opportunities to improve on both environmental impacts and production efficiencies. Bion has 30 years of experience in livestock waste management. We believe we have a significant advantage as the $66 billion U.S. beef industry contends with its environmental impacts, inherent inefficiencies, and a changing consumer demographic.
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Bion‘s sustainable beef business model, based on our Gen3Tech platform, can develop and operate large scale facilities that: a) utilize custom designed barns (which enable a more controlled and monitored husbandry environment) and photovoltaic solar electricity generation utilizing the rooftops (where climate conditions permit), b) with continual manure transfer to anaerobic digesters (“ADs”), c) which produce RNG and related environmental revenues, and d) then channel the AD waste (including CO2 recovered from the RNG processing/cleanup) through a series of patented technologies to refine the waste into its various components. The diagram below depicts a simplified facility schematic/flow chart:
This overall business model unites several interrelated businesses driven by Bion’s technology and augments and aggregates multiple revenue streams as described below. See “Technology and Technology Platform” above for descriptions of the 4 major categories of products/revenue streams which Bion anticipates from its Gen3Tech beef facilities: a) premium ‘sustainable branded’ beef, b) renewable energy and energy/environmental/carbon-related credits, c) fertilizer products (organic and/or low carbon) and, potentially d) nutrient credits.
A Bion sustainable beef facility (see diagram above) will be comprised of covered barns with slotted floors (allowing the waste to pass through) which will reduce ammonia volatilization and loss to the atmosphere, as well as odors, thereby improving animal health and human working conditions while preventing air/soil/water pollution. The manure will be collected and moved directly to customized anaerobic digestion facilities which will produce renewable natural gas (and re-cycle CO2 from the gas cleaning process). Covered barns will reduce weather impacts on the livestock and have been demonstrated to promote improved general health and weight gain in the cattle housed in them. The barns’ very large roof surface area will be utilized (in appropriate geographical locations) for the installation of photovoltaic solar generation systems to produce electricity for the facility, as well as export to the grid. The barn roofs will also be configured to capture rainwater, which, coupled with the water recovered from the treatment process, will reduce the projects’ reliance on current water supplies.
Waste treatment and resource recovery will be provided by Bion’s Gen3Tech platform, which Bion believes offers the most comprehensive solution for livestock waste available today. In addition to direct environmental benefits, every pound of nitrogen that is captured, upcycled, and returned to the agricultural nitrogen cycle as high-quality fertilizer (vs lost to contaminate downstream waters), is also a pound of nitrogen that will not have to be produced as synthetic urea or anhydrous ammonia, with their tremendous carbon cost. System performance and environmental benefits will be monitored and verified through third parties, with USDA PVP certification of the sustainable brand that Bion also believes will be the most comprehensive available in the market.
Recently there have been efforts to establish sustainable brands (including USDA PVP certification) for a number of small-scale livestock producers (largely in the grass-fed beef category). To date, the reach and extent of such efforts is limited, and it is difficult to determine their effectiveness. Additionally, there have been public announcements of initiatives related to beef sustainability (largely focused on the ‘cow-calf’ segment of the livestock chain) in procurement by major beef processing companies, but a closer look finds that most consist largely of ‘green washing’ public proclamations in the wake of environmental and social criticism that re-package prior initiatives and lack any significant new substance.
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At present, there is essentially no traceable and verifiable ‘sustainable beef’ available to the US market except for niche products. In response to consumer demand for transparency and sustainability, Bion expects the meat industry in general, and beef specifically, to evolve towards using new technologies to deliver these attributes in their products. While we anticipate a faster adoption of tracking, verification and sustainability technologies in other perishable food categories like produce and dairy due to their shorter product cycles (and related harvest and production techniques), meat industry leaders have also announced their willingness to move forward with initiatives in this area. Many companies have announced meaningful ‘sustainability’ initiatives, but most appear to consist largely of ‘greenwashing’ marketing commitments rather than substantive undertakings at this date.
Some portion of sustainable beef will likely be organic (see below).
Sustainable Organic Beef
Bion believes it has a unique opportunity to produce, at scale, affordable corn-fed organic beef that is also certified as sustainable. In addition to the sustainable practices described above, organic-sourced beef cows would be finished on organic corn, which would be produced using the ammonia nitrogen fertilizer captured by the Gen3Tech platform and ARS. Bion believes its meat products will meet consumer demands with respect to sustainability and safety (organic) and also provide the tenderness and taste American consumers have come to expect from premium conventional American beef that has been missing in current organic beef products. Such products are largely unavailable in the market today. We believe Bion’s unique ability to produce the fertilizer needed to grow a supply of relatively low-cost organic corn, and the resulting opportunity to produce organic beef, will differentiate us from potential competitors.
Today, organic beef demand is limited and mostly supplied with grass-fed cattle. While organic ground/ chopped meat has enjoyed success in U.S. markets, grass-fed steaks have seen limited acceptance, mostly resulting from consumer issues with taste and texture. In other words, it’s tough. Regardless, such steaks sell for a significant premium over conventional beef. A grain-finished organic beef product is largely unavailable in the marketplace today due to the higher costs of producing organic corn and grain. The exception is offerings that are very expensive from small ‘boutique’ beef producers. Like all plants, corn requires nitrogen to grow. Corn is especially sensitive to a late-season application of readily available nitrogen – the key to maximizing yields. With non-organic field corn, this nitrogen is supplied by an application of a low-cost synthetic fertilizer, such as urea or anhydrous ammonia. However, the cost for suitable nitrogen fertilizer that can be applied late-season in organic corn production is so high that the late-season application becomes uneconomical, resulting in substantially lower yields – a widely recognized phenomena known as the ‘yield gap’ in organic production. The yield gap results in higher costs for organic corn that, in turn, make it uneconomical to feed that corn to livestock. As is the case for sustainable but not organic beef, Bion believes there is a potentially large unmet demand for affordable beef products that are both sustainable AND organic, but with the taste and texture consumers have come to expect from American beef. Bion’s ability to produce the low-cost nitrogen fertilizer that can close the organic yield (and affordability) gap puts the Company in a unique, if not exclusive, position to participate in JV’s that will benefit from this opportunity starting next year.
The demonstrated willingness of consumers to purchase sustainable products (along with numerous research and marketing studies confirming consumers are seeking, and are willing to pay a premium for, sustainable products)---in combination with the threat to the livestock industry market (primarily beef and pork) posed by plant-based alternatives (heightened by pandemic conditions)--- has succeeded in focusing the large scale livestock industry on how to meet the plant-based market challenge by addressing the consumer sustainability issues. The consumer demand for sustainability appears to be a real and lasting trend, but consumers remain skeptical of generalized claims of ‘sustainability’. To date, a large portion of the industry responses to this trend have been at a superficial level or consist of ‘green washing’, a deceptive marketing practice where companies promote non-substantive initiatives. Real sustainability for the livestock industry will require implementation of advanced waste treatment technology at or near the CAFOs – where most of the negative environmental impacts take place.
The Livestock CAFO Problem
The livestock CAFO industry is under tremendous pressure from regulatory agencies, a wide range of advocacy groups, institutional investors and the industry’s own consumers, to adopt sustainable practices. Environmental cleanup is inevitable and has already begun - and policies have already begun to change, as well. Bion’s Gen3Tech was developed for implementation on large scale livestock production facilities, where scale drives both lower treatment costs and efficient co-products production, as well as dramatic environmental improvements. We believe that scale, coupled with Bion’s verifiable treatment technology platform, will create a transformational opportunity to integrate clean production practices at (or close to) the point of production—the primary source of the industry’s environmental impacts. Bion intends to assist the forward-looking segment of the livestock industry to bring animal protein production in line with 21st Century consumer demands for meaningful sustainability.
In the U.S. (according to the USDA’s 2017 agricultural census) there are over 9 million dairy cows, 90 million beef cattle, 60 million swine and more than 2 billion poultry which provides an indication of both the scope of the problem addressed by Bion’s technology, as well as the size of Bion’s opportunity. Environmental impacts from livestock production include surface and groundwater pollution, greenhouse gas emissions, ammonia, and other air pollution, excess water use, and pathogens related to foodborne illnesses and antibiotic resistance. While the most visible and immediate problems are related to nutrient runoff and its effects on water quality, the industry has recently been targeted by various stakeholder groups for its impacts on climate change.
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Estimates of total annual U.S. livestock manure waste vary widely, but start around a billion tons, between 100 and 130 times greater than human waste. However, while human waste is generally treated by septic or municipal wastewater plants, livestock waste – raw manure – is spread on our nation’s croplands for its fertilizer value. Large portions of U.S. feed crop production (and most organic crop production) are fertilized, in part, in this manner. Under current manure management practices, 80% or more of total nitrogen from manure, much of it in the form of ammonia, escapes during storage, transportation, and during and after soil application, representing both substantial lost value and environmental costs. More than half of the nitrogen impacts from livestock waste come from airborne ammonia emissions, which are extremely volatile, reactive and mobile. Airborne ammonia nitrogen eventually settles back to the ground through atmospheric deposition - it ‘rains’ everywhere. While some of this nitrogen is captured and used by plants, most of it runs off and enters surface waters or percolates down to groundwater. It is now well-established that most of the voluntary conservation practices, such as vegetated buffers that ‘filter’ runoff (often referred to as “BMPs” or “Best Management Practices” that have traditionally been implemented to attempt to mitigate nutrient runoff), are considerably less effective than was previously believed to be the case. This is especially true with regard to addressing the volatile and mobile nitrogen from ammonia emissions, because BMPs are primarily focused on surface water runoff, directly from farm fields in current production, versus the re-deposition that takes place everywhere or groundwater flow.
Runoff from livestock waste has been identified in most of our major watersheds as a primary source of excess nutrients that fuel algae blooms in both fresh and saltwater. Over the last several years, algae blooms have become increasingly toxic to both humans and animals, such as the Red Tides on the Florida and California coasts, and the Lake Erie algae bloom that cut off the water supply to Toledo, Ohio, residents in 2014. When the nutrient runoff subsides, it leaves the algae blooms with no more ‘food’ and the blooms die. The algae’s decomposition takes oxygen from the water, leading to ‘dead zones’ in local ponds, lakes, and ultimately, the Great Lakes, as well as the Chesapeake Bay, Gulf of Mexico, and other estuary waters. Both the toxic algae blooms and the low/no-oxygen dead zones devastate marine life, from shrimp and fish to higher mammals, including dolphins and manatees. U.S. EPA already considers excess nutrients “one of America’s most widespread, costly and challenging environmental problems”. Nutrient runoff is expected to worsen dramatically in the coming decades due to rising temperatures and increasing rainstorm intensity as a result of climate change.
Nitrate-contaminated groundwater is of growing concern in agricultural regions nationwide, where it has been directly correlated with nutrient runoff from upstream agricultural operations using raw manure as fertilizer. Pennsylvania, Wisconsin, California and Washington, and others, now have regions where groundwater nitrate levels exceed EPA standards for safe drinking water. High levels of nitrate can cause blue baby syndrome (methemoglobinemia) in infants and affect women who are or may become pregnant, and it has been linked to thyroid disease and colon cancer. EPA has set an enforceable standard called a maximum contaminant level (MCL) in water for nitrates at 10 parts per million (ppm) (10 mg/L) and for nitrites at 1 ppm (1 mg/L). Federal regulations require expensive pretreatment for community water sources that exceed the MCL; however, private drinking water wells are not regulated, and it is the owners’ responsibility to test and treat their wells. Additionally, groundwater flows also transport this volatile nitrogen downstream where, along its way, it intermixes with surface water, further exacerbating the runoff problem. Like atmospheric deposition, the current conservation practices relied on to reduce agricultural runoff are largely bypassed by this subsurface flow.
Nitrogen and ammonia are also global concerns, with a growing number of harmful algae blooms and recurring dead zones across the world. In the EU, a nitrogen cap has been established that has led to political and social unrest, especially in Ireland and the Netherlands, where farmers are faced with culling their dairy and swine herds by as much as 50 percent. The ability to capture and stabilize their ammonia, so that it can be easily transported away from regions where it is not wanted and then precision applied where and when needed, could have a profound impact on the agricultural economies of these countries that export the majority of the dairy and pork products they produce.
Additionally, in arid climates, such as California, airborne ammonia emissions from livestock manure contribute to air pollution as a precursor to PM2.5 formation, small inhalable particulate matter that is a regulated air pollutant with significant public health risks. Whether airborne or dissolved in water, ammonia can only be cost-effectively controlled and treated at the source-- before it has a chance to escape into the environment where it becomes extremely expensive to ‘chase’, capture and treat. While not regulated yet, there have been ongoing discussions between the US EPA and the California Air Resources Board (CARB) about what potential ammonia regulations might encompass. However, as above, California is moving forward with changes to how it deals with nitrates.
High phosphorus concentrations in soils fertilized with raw manure are another growing problem. The ratio of nitrogen to phosphorus in livestock waste is fixed, and because manure application rates are calculated based on nitrogen requirements, often phosphorus is overapplied as an unintended consequence. Phosphorus accumulation in agricultural soils reduces its productivity, increases the risk of phosphorus runoff, and represents a waste of a finite resource. Decoupling the nitrogen from the phosphorus would allow them to be precision-applied, independently of each other, when and where needed.
The livestock industry has recently come under heavy fire for its impacts on climate change, which has become a rallying cry for the anti-meat campaign discussed above. Estimates of the magnitude of those impacts vary widely, but the general consensus is that globally, livestock account for 14.5 percent of greenhouse emissions. In the U.S. however, that number drops to 4.2 percent, due to the increased efficiencies of American beef production. The greatest impacts come from direct emissions of methane from enteric fermentation (belches), methane and nitrous oxide emissions from the manure, with arguably the largest being the massive carbon footprint of the synthetic nitrogen fertilizers used to grow the grains to feed the livestock.
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Chronic droughts in the west have also impacted the long-term sustainability of some beef herds. Relocation of some beef cattle feeding locations may be required. Access to clean water is an issue of concern that is rising in the world of risks on the ranch.
For decades the livestock industry has overlooked and/or socialized its environmental problems and costs. Today, the impacts of livestock production on public health and the environment can no longer be ignored and are coming under increasing scrutiny from environmental groups and health organizations, regulatory agencies and the courts, the media, consumers, and activist institutional investors. The result has been a significant and alarming loss of market share to plant-based protein and other alternative products. Bion’s Gen3Tech platform was designed to resolve these environmental issues and bring the industry in line with twenty-first century consumer expectations.
Advocacy groups targeting livestock and the beef industry have recently been joined by competitors that produce animal protein alternatives in seeking to exploit the industry’s environmental and economic weaknesses. Their global anti-meat messaging has had a substantial chilling effect on the relationships the beef industry has with its institutional investors; retail distributors, such as fast-food restaurants; and mostly, its consumers. Led by the United Nations Food and Agriculture Organization, a coordinated anti-meat messaging campaign has targeted consumers worldwide, primarily focused on the industry’s impacts on climate change. A 2018 NielsenIQ Homescan survey last year found that 39% of Americans are actively trying to eat more plant-based foods. Some of the recent growth in plant-based proteins results from increasing lactose intolerance and other health concerns; however, most of that growth is attributed to consumers’ growing concerns for the environmental impacts of real meat and dairy.
Several large US companies that have traditionally focused on livestock production, including Cargill, ADM, Perdue Foods, and Tyson, have also recently entered the plant protein space. However, while meat alternatives, especially plant-based protein producers like Beyond Meat and Impossible Foods, have been heavily promoted (by themselves and the media) and enjoyed remarkable initial sales growth until recently, sales have flattened and/or declined over the past 18 months. It should be noted that these plant-based protein producers are primarily expected to be able to serve the ground/ processed meat market, which represents only about 10 percent of the overall animal protein market. Further, there has recently been pushback to these plant-based products, focusing on their highly processed nature and unproven health benefits, scalability/ pricing, and their uncertain carbon footprint---and market growth rates have substantially slowed and may have already plateaued and/or peaked. There have also been several companies recently enter the cellular and 3D-printed meat arena. While facing myriad challenges and further out on the development timeline, some people believe cellular agriculture (aka cultured, clean, lab-grown, cultivated) meat may have the potential to service a much larger percentage of the market than plant-based protein, including cuts like steaks, chops and roasts, but the likely cost remains very uncertain at this point.
Policy Change is Coming
Bion believes that policy change is coming; we continue to work with an array of stakeholders, including national representatives of the livestock industry, to support establishing new market driven strategies to allow the private sector, including the livestock industry, to provide low-cost large-scale verifiable solutions to our Nation’s clean water challenges. There are many states that face livestock waste-related pollution issues, and they will be forced to adopt new strategies, as well. In the face of a growing problem that will only be exacerbated by climate change, it will be necessary to go beyond status quo solutions or risk losing the ecosystems that comprise many of our watersheds and estuaries.
When regulation or competitively-bid markets for nutrient reductions (and/or other forms of payment for ecosystem services that will allow us to monetize environmental benefits) become fully established, Bion anticipates a robust opportunity to use its Gen3Tech-based platforms to retrofit both existing CAFOs and equip new large-scale livestock facilities (“Projects”) which will generate the supplemental revenue needed to profitably afford technology implementation from sales of verified nutrient reduction credits.
Bion's Gen3Tech can provide a solution to a significant portion of the livestock problem discussed above, because it upcycles the nutrients, providing a pathway to export and precision apply them when and where needed, which prevents the uncontrolled release to the environment of most of the nutrients from the CAFO waste stream. Treatment costs are offset by recovering a substantial portion of those nutrients for value-added commercial utilization.
In contrast, the current clean water strategy being utilized in the U.S. is clearly failing, because it doesn’t adequately address waste from agriculture. A lot of U.S. crops are now fertilized with raw, untreated manure. However, approximately 80 percent of the nitrogen in that manure is not utilized by the plants being fertilized but rather ‘escapes’ to contaminate the environment through various pathways. Because livestock waste is one of the largest contributors to nutrient problems in certain watersheds, livestock waste treatment can be the source of the low-cost solution for such problems – if the waste is treated upstream at (or close to) the source of production. Manure control technologies, applied to large scale facilities where concentration and scale enable cost-effective cleanup, can potentially offer the lowest cost nutrient solutions available in most watersheds today. More than 80 percent of U.S. livestock production takes place on large-scale facilities, where cost-effective treatment can be implemented. There is no longer any real question regarding whether such facilities need to be cleaned up. The actual question for public policy concerns is developing sources of new revenues which will enable the livestock industry to offset the implementation costs for the cleanup.
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Despite trends toward concentration in segments over the last several decades, the U.S. animal-protein industry, particularly beef, remains (in large part) a fragmented, low-margin commodity business without effective integrated efforts toward either environmentally or economically sustainable production. Cleaning it up will have to be orderly and contain a path to sustainability that does not cause U.S. food costs to spike or bankrupt the industry. This will require treatment sufficient to remove the volume of nutrients in excess of crop requirements. Because the global export market represents a significant part of the U.S. livestock production industry, direct increases in federal regulation without offsetting revenues would likely create costs that could not be absorbed by the industry in a manner that would allow it to remain competitive in international markets. Selective state regulation would have a similar chilling effect within the U.S., since regulated producers in one state would be unable to compete with unregulated producers in adjoining states. Subsidies and/or new revenue sources are required.
Bion believes that reallocating some part of the approximately $110 billion in existing U.S. taxpayer-funded clean water spending to lower-cost alternative solutions in agriculture (including competitively-bid nutrient reduction procurement) is inevitable. It will provide the taxpayer with accelerated and substantially lower-cost (and verified) air and water quality solutions compared to current strategies. If Bion’s technology is implemented in appropriate situations, it will provide the livestock industry with the recurring revenues that are needed to offset the costs of technology adoption without major disruption to the industry. To date, a wide range of entrenched interests have opposed and fought policy change that might reallocate clean water spending to more cost-effective alternatives; but this common-sense approach is being accepted by a widening group of stakeholders.
Bion spent many years pursuing these opportunities in Pennsylvania, including developing and demonstrating its technology as part of the efforts to clean up the Chesapeake Bay Watershed. Bion’s activities in PA commenced with the Kreider 1 2G Tech dairy system in the Chesapeake Bay watershed in 2008. This retrofit installation was designed and intended primarily to reduce nitrogen and phosphorus releases and ammonia emissions from the dairy waste streams to generate tradable nutrient reduction credits as part of a nutrient credit trading program through the PA Department of Environmental Protection (‘PADEP’). While this project was not a commercial success (due to PA’s failure to implement a viable long-term credit trading market), it demonstrated that Bion’s manure treatment technology can generate low-cost verified credits and provided the basis of a 2013 PA Legislative Budget and Finance Committee report (updated in 2018) that supports the use of manure technologies to provide low-cost alternatives to meet Bay mandates. For more information on Bion’s activities related to Pennsylvania and the Chesapeake Bay, please see Bion’s Form 10-K, for the year ended June 30, 2024. (and prior years).
Going Concern:
The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss of $2,380,000 and $11,691,000 for the years ended June 30, 2025, and 2024, respectively. At June 30, 2025, the Company has a working deficit and a stockholders’ equity of approximately $7,135,000 and $7,097,000, respectively. During the year ended June 30, 2024, a one time, non-recurring, non-cash charge of $9,460,425 was incurred by the Company at in connection with a write-down of the capitalized carrying value of the Initial Project (at Fair Oaks, Indiana) because the Initial Project is: i) largely a research & development facility and ii) is located on land subject to a short term lease. This charge reduced the Company shareholders’ equity to ($5,809,000) and resulted in a loss of $11,691,115 for the 2024 fiscal year. The Company’s lack of revenue and/or operating profits, together with the low likelihood of generating positive cash flow and/or net income during the next 12-24 months, raise substantial doubt about the Company’s ability to continue as a going concern.
For more detail regarding Going Concern, including Management’s Plans, see Note 1 of Notes to Financial Statements below.
PRINCIPAL PRODUCTS AND SERVICES
The Company’s focus is on implementing its Gen3Tech in JVs (as described above). Therefore, the category ‘PRINCIPAL PRODUCTS AND SERVICES’ is not applicable for the Company’s business. While the Company may implement some ARS or Gen3Tech systems on a contractual basis, and may, in the future, license or otherwise deploy our ARS as a standalone ammonia control solution, at this time our business does not involve the sale of our systems (or equipment) or long term direct operations/management of our systems (or equipment).
CORPORATE BACKGROUND
The Company is a Colorado corporation organized on December 31, 1987. Our principal executive offices are located in the home offices of our senior executives. Our primary administrative office is now located at the residence of our Office Manager at 9 East Park Court, Old Bethpage, New York 11804, at which location most of the Company’s physical records and central computer reside. Our primary telephone number is 406-839-0816. We have no additional offices at this time as all employees and primary consultants work from their home offices.
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HISTORY AND DEVELOPMENT OF OUR BUSINESS
Substantially all of our business and operations to date has been conducted through wholly-owned subsidiaries, Bion Technologies, Inc. (a Colorado corporation organized September 20, 1989), Bion Integrated Projects Group, Inc. ("Projects Group") (formerly Bion Dairy Corporation through August 2008 and originally Bion Municipal, Inc., a Colorado corporation organized July 23, 1999) and Bion Services Group, Inc. ("Services Group") (formerly Bion International, Inc., a Colorado corporation organized July 23, 1999) and BionSoil, Inc. (a currently inactive Colorado corporation organized June 3, 1996). Bion is also the parent of Bion PA 2 LLC (a Colorado entity organized June 24, 2010) (“PA2”) and Bion 3G-1, LLC (a Colorado entity organized on September 23, 2021). In January 2002, Bion entered into a series of transactions whereby the Company became a 57.7% (now 58.9%) owner of Centerpoint Corporation (a Delaware corporation organized August 9, 1995) ("Centerpoint"). Bion was formerly the parent of Bion PA 1 LLC (a Colorado entity organized August 14, 2008) (“PA1”) which was dissolved on December 29, 2021.
Although we have been conducting business since 1989, we determined that we needed to redefine how we could best utilize our technology during 2003 and again in 2015. From 2003 through early 2008, we primarily worked on technology improvements and applications and in furtherance of our business model of Integrated Project development. During 2008 we re-commenced pursuing active commercial transactions involving installation of our 2G Tech for CAFO waste treatment and related environmental remediation and initiation of pre-development modeling and pre-development work to prepare for our initial Integrated Projects. Commencing during 2015, the Company focused its efforts largely on the development of our Gen3Tech platform which was largely completed during 2021. We are now focused on development of JVs and Projects based on implementation of our Gen3Tech and ARS platforms (and business model) in the industry segments discussed above.
Our original systems were wastewater treatment systems for dairy farms and food processing plants. The basic design was modified in late 1994 to create Nutrient Management Systems ("NMS") that produced organic soil products as a byproduct of remediation of the waste stream when installed on large dairy or swine farms. Through June 30, 2002, we sold and subsequently installed, in the aggregate, approximately 30 of these first iteration of Bion’s systems in 7 states, of which we believe a few may still in operation in 3 states. We discontinued marketing of our first-generation NMS systems during fiscal year 2002 and turned control and ownership of the first-generation systems over to the farms on which they were installed over the following two years. We were unable to produce a business model based on the first-generation systems that would generate sufficient revenues to create a profitable business. While continuing to market and operate the first-generation systems, during the second half of calendar year 2000, we began to focus our activities on developing the next generation of the Bion technology. We no longer operate or own any of the first-generation NMS systems.
As a result of our research and development efforts, the core of our current technology was re-developed during fiscal years 2001-2004. We designed and tested Systems that used state-of-the-art, computerized, real-time monitoring and system control with the potential to be remotely accessed for both reporting requirements and control functions. These Systems were smaller and faster than our first-generation NMS systems. The initial versions of our second generation of Bion Systems were designed to harvest solids used to produce organic fertilizer and soil amendments or additives (the "BionSoil(R) products") in a few weeks as compared to six to twelve months with our first-generation systems.
During 2003-2004 we designed, installed and began testing a commercial scale, second generation Bion System as a temporary modification or retrofit to a waste lagoon on a 1,250-milking cow dairy farm in Texas, known as the DeVries Dairy. In December 2004, Bion published an independently peer-reviewed report, with data from the DeVries project demonstrating a reduction in nutrients (nitrogen and phosphorus) of approximately 75% and air emissions of approximately 95%. Through 2007 the demonstration project at the DeVries Dairy in Texas also provided Bion with the opportunity to explore mechanisms to best separate the processed manure into streams of coarse and fine solids, with the coarse cellulosic solids/biomass supporting generation of renewable energy and the fine solids potentially becoming the basis of organic fertilizer products and/or a high-protein animal feed ingredients. On-going research was also carried out on various aspects of nutrient releases and atmospheric emissions. Bion discontinued operation of the DeVries demonstration research system during 2008.
During the 2005-2008 period, Bion focused on completing development of its 2G Tech platform and business model. As such, we did not pursue near term sales and revenue opportunities, such as retrofitting existing CAFO's with interim versions of our waste management solutions, because such efforts would have diverted scarce management and financial resources and negatively impacted our ability to complete development of an integrated technology platform in support of large-scale sustainable Projects.
From 2009 (when development of our Gen3Tech platform began) through 2021, Bion actively pursued business opportunities in three broad areas 1) Bion systems to retrofit of existing CAFO’s (some of which may generate verified nutrient credits and revenues from the production of renewable energy and byproducts) (“Retrofits”), and 2) development of new state-of-the-art large scale waste treatment facilities, potentially in conjunction with new CAFOs developed in strategic locations that were not previously possible due to environmental constraints in strategic locations (“Projects”) (some of these may be “closed loop’ Integrated Projects that were not previously possible due to environmental constraints as described below), and 3) licensing and/or joint venturing of Bion’s technology (primarily) outside North America. Bion believes it may have an opportunity in the future to pursue JVs related to these opportunities within the United States and internationally based on our Gen3Tech as described above.
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A significant focus during this period was the development of Kreider 1 and advocating for private sector solutions to the Chesapeake Bay nutrient problems, as described above. Significant time and resources were expended by the Company in pursuit of this opportunity; however, due to opposition from the entrenched clean water status quo, Bion determined that the credit market would not develop on a timeline that was feasible for Bion. Bion PA1, the Company’s wholly-owned subsidiary that was established to pursue the Kreider/PA/Chesapeake Bay Opportunity, was dissolved on December 29, 2021. For more information regarding the history and background of PA1, please review our Form 10-K Annual Reports for the years from 2008 through 2023, including the Notes to the Financial Statements included therein.
From 2021 to present, Bion has focused on implementing our technology in the beef cattle industry and standalone solutions for other animal waste or industrial facilities where biogas is produced, as described above. These efforts have included technology development, including a pilot facility followed by our demonstration facility, patent filings, organic initiatives, and adding to our staff and advisory group.
COMPETITION:
There are a significant number of potential competitors in the industries in which Bion is working, including livestock and industrial waste treatment, renewable energy production, and fertilizer manufacturing.
There are a host of competitors working in the livestock waste treatment space. One efficient way to assess competition in these spaces is to review the Newtrient, LLC catalogue which is produced by an organization created by the dairy industry to help farmers, technology providers, manure-based product developers and other stakeholders assess manure related challenges and opportunities. Many of the technologies reviewed by and organized by Newtrient in their catalog, such as Bion, address manure streams in addition to dairy. The potential competition has increased with the growing governmental and public concern focused on pollution due to CAFO waste. Waste treatment lagoons which depend on anaerobic microorganisms ("anaerobic lagoons" or “ADs”) are the most common traditional treatment process for animal waste on large farms within the swine and dairy industries. Additionally, many beef feedlots, poultry facilities and dairy farms simply scrape and accumulate manure for later field application. Both lagoon and scrape/pile manure storage approaches are coming under increasing regulatory pressure due to associated odor, nutrient management and water quality issues and are facing possible phase-out in some states.
Although we believe that Bion’s comprehensive solution is the most economically and technologically viable solution for the current problems, other alternative (though partial) solutions do exist, including, for example, synthetic lagoon covers (which are placed on the top of the water in the lagoon to trap the gases), stand-alone ADs (a tank which uses anaerobic microorganisms to break down the waste to produce methane), multistage and solids separators (processes which separate large solids from fine solids), as well as various thermal waste-to-energy technologies. Additionally, many efforts are underway to develop and test new technologies.
There is a growing industry associated with the production of fertilizer products produced from nutrients captured in CAFO manure and other organic waste streams. Several technology firms, including Bion, have discovered how to generate nonsynthetic products which are certified for organic production, which enables a higher valuation. Bion and its competitors are working hard to improve the production efficiency of these products while establishing markets and reducing production costs. Bion, as documented in its patents, has invented a non-synthetic process to produce ammonium nitrogen fertilizer in solid and liquid forms. To our understanding, no other manure nutrient technology firm has figured out a way to match our development of a solid ammonium nitrogen fertilizer.
Competition is growing in the space to produce renewable energy generation from livestock waste, predominantly from the growth in anaerobic digestion (AD) projects designed to generate revenues from captured energy and reduced carbon footprints. AD projects have been primarily associated with the dairy sector as the manure is mostly already captured and therefore there are minimal infrastructure projects required to add on AD technology. AD projects have begun to expand to other sectors, including beef, swine, and poultry. We intend to evaluate the use of our technology as a ‘bolt-on’ behind livestock ADs. Therefore, such ‘competitors’ may be turned into customers for Bion.
There is a tremendous amount of competition in the space to provide renewable energy generation from industrial and municipal waste streams. Bion is focused on the evolving opportunities to provide ammonia control for these projects, especially food waste and food and beverage processing waste, including slaughter waste. As above, as a bolt-on ammonia control solution that is unique and presents a strong value proposition to the biogas operator, we believe our competitors will become customers.
Our ability to compete is dependent upon favorable regulatory conditions, our ability to obtain required approvals and permits from regulatory and other authorities and upon our ability to introduce and market our Systems in the appropriate industry and geographic segments.
There are many companies that are already selling products to satisfy demand in the sectors of these markets we are trying to enter, although none have been able to produce these products at large scale. Many of these companies have established marketing and sales organizations and customer commitments, are supporting their products with advertising, sometimes on a national basis, and have developed brand name recognition and customer loyalty in many cases. Bion intends to form strategic partnerships with large players to aid in market penetration.
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Because Bion systems offer a unique and meaningful value proposition, it has the ability to be competitive in each of the spaces it intends to exploit its opportunities.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
In our JVs/Projects (including Integrated Projects) business segment, we will most likely be dependent upon one or a few major customers/partners/joint venturers since a relatively limited number of JVs and/or Projects (including Integrated Projects) will be developed by the Company. We anticipate initially developing, owning interests in, and operating only one or a small number of Projects commencing during 2024 and, thereafter, developing a limited number of Projects at a time. Thus, at least for the near future, our revenues will be dependent on a relatively small number of major Projects, participants and/or customers.
PATENTS
We are the sole owner of six United States patents. Additionally, Bion has two United States patent applications pending and has three international patent applications currently pending.
Patent Numbers and date of issue:
United States Currently Issued:
| (1) | 8,287,734: Method for Treating Nitrogen in Waste Streams: (OCN) Jere Northrop & James W. Morris (Exp 3/20/31) |
| (2) | 10,106,447: Process to Recover Ammonium Bicarbonate from Wastewater: Morton Orentlicher & Mark M. Simon. (Exp. 9/14/2035) |
| (3) | 10,604,432: Process to Recover Ammonium Bicarbonate from Wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. (Exp 6/29/2037) |
| (4) | 10,793,458: Process to Recover Ammonium Bicarbonate from Wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. (Exp 9/14/2035) |
| (5) | 11,254,581: Process to Recover Ammonium Bicarbonate from Wastewater; Dominic Bassani, Morton Orentlicher, Mark M. Simon & Steve Pagano. (Exp 9/14/2035) |
| (6) | 11,858,823: Process to Recover Ammonium Bicarbonate from Wastewater; Dominic Bassani, Morton Orentlicher, Mark M. Simon & Steve Pagano. (Exp 9/14/2035) |
We are also the sole owner of, or possess the contractual right to acquire exclusive patent rights to, a pending United States provisional patent application, a pending United States utility patent application and three international applications as set forth below:
United States Currently Pending:
| (1) | 63/512,361 (provisional): Methods For Recovering Ammonium Compounds From A Waste Stream; Dominic Bassani & Steve Pagano. (Exp 7/10/2026) |
| (2) | 17/589,037: Process to Recover Ammonium Bicarbonate from Wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. |
International Applications Currently Pending:
| (1) | EP 18943551.4: Process to recover ammonium bicarbonate from wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. |
| (2) | CA3123802A1: Process to recover ammonium bicarbonate from wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. |
| (3) | MX/a/2021/007358: Process to recover ammonium bicarbonate from wastewater; Dominic Bassani, Steve Pagano, Morton Orentlicher & Mark M. Simon. |
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In addition to such factors as innovation, technological expertise and experienced personnel, we believe that a strong patent position is increasingly important to compete effectively in the businesses on which we are focused. It is likely that we will file applications for additional patents in the future. There is, however, no assurance that any such patents will be granted.
The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents.
It may become necessary or desirable in the future for us to obtain patent and technology licenses from other companies relating to technologies that may be employed in future products or processes. To date, we have not received notices of claimed infringement of patents based on our existing processes or products, but due to the nature of the industry, we may receive such claims in the future.
We generally require all of our employees and consultants, including our management, to sign a non-disclosure and invention assignment agreements upon employment with us.
RESEARCH AND DEVELOPMENT
Current research and development work is focused on ongoing improvement of our ARS (the initial version of which is ready for implementation in an appropriate Project) and Gen3Tech, with emphasis on increased recovery of valuable co-products (including nutrients in organic and/or non-organic forms, production of renewable energy, with related renewable energy and/or environmental credits). Bion believes its Gen3Tech will produce significantly greater value from the CAFO waste stream through the recovery of a concentrated natural nitrogen fertilizer and pipeline-quality natural gas. Bion is focused on development of a fourth generation ARS to provide standalone ammonia control solutions at facilities that recover biogas from organic waste streams. The 4G system will enjoy dramatically lower costs, both in capex and opex.
During the years ended June 30, 2025, and June 30, 2024, respectively, we expended approximately $22,000 and $23,000. (excluding non-cash stock-based compensation) on research and development activities related to our technology platform applications in support of large-scale, economically and environmentally sustainable Projects and Retrofits. Since the 2018 fiscal year, Bion’s research and development has been primarily focused on development work to complete and further refine development of our Gen3Tech which will have the capacity to process dry, poultry CAFO waste streams in addition to wet dairy/beef/swine CAFO waste streams and increase our ability to recover marketable by-products from the waste stream remediation including renewable natural gas and nitrogen products (organic and non-organic). Some work has also involved modifying and adding unit processes to our Gen3Tech platform with the objective of reducing capital costs and operating costs, while generating commercial equivalent by-products (and therefore, potential revenue streams) and significantly increasing environmental efficiency. As a result of these efforts (including their continuation during the current period), Bion made new (and supplemental) patent filing(s) during the 2019-2021 fiscal years related to our ARS. The Company anticipates completion of its pilot system and pre-commercial testing for its ARS by end of the current calendar year to support design finalization for our initial Gen3Tech systems. Our technology focus is to separate and aggregate the various “assets” in the waste stream and then to re-assemble them to maximize their economic value.
Our current research and development efforts have been focused on developments that will minimize water removal requirements, thereby significantly reducing the associated energy costs of operating the ARS. In addition, current efforts are focused on fertilizer and soil amendment products (organic and inorganic), water reuse, environmental and reduction credits (including but not limited to nutrient, carbon, sediment, water and pathogen reduction) while reducing capital costs and operating costs. Bion continues to focus on “normalizing” its technology platform for use on multiple species. This effort has required significant work and resource allocation on research regarding balancing the activities of each unit process so that its output enables the subsequent unit processes to maximize efficiency and discharge to the subsequent unit process in order to produce a feedstock cost effectively. The by-products of this series of unit processes (which include certain Bion proprietary elements) are then “reassembled” into products to maximize their economic value. To date, research and development results have supported our objectives.
Environmental Protection/Regulation and Public Policy
In regards to Retrofits and development of Projects, we will be subject to extensive environmental (and other) regulations related to CAFO's, biofuel production and end product (e.g. fertilizer) producers. To the extent that we are a provider of systems and services to others that result in the reduction of pollution, we are not under direct enforcement or regulatory pressure. However, we are involved in the business of CAFO and industrial waste treatment and are impacted by environmental regulations in at least four different ways:
• Our marketing and sales success depends, to a substantial degree, on the pollution clean-up requirements of various governmental agencies, from the Environmental Protection Agency (EPA) at the federal level to state and local agencies;
• Our System design and performance criteria must be responsive to the changes in federal, state and local environmental agencies' effluent and emission standards and other requirements;
• Our System installations and operations require governmental permits and/or other approvals in many jurisdictions; and
• To the extent we own or operate Projects (including Integrated Projects with CAFO facilities and ethanol plants), those facilities will be subject to environmental regulations.
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Additionally, our activities are affected by many public policies and regulations (federal, state and local) related to other industries such as agriculture, food, energy, municipal waste and storm water treatment, watershed-wide mandates, and others. For example, the existing differences in the regulatory requirements for agriculture versus municipal wastewater clean-up currently in place have negatively impaired the development of viable markets for nutrient reduction credits.
Bion system installations and operations may require verification and compliance with an assortment of voluntary regulatory programs, such as the USDA Organic and USDA Process Verified branding programs. Each of these programs has a series of compliance verification steps that need to be met in order to maintain proper standing for use of the USDA shield on packaging.
EMPLOYEES
As of September 1, 2025, we had five employees and primary consultants, all of whom are performing services for the Company on a full-time basis. The Company utilizes other consultants and professionals on an ‘as needed’ basis. Our future success depends in significant part on the continued service of our key personnel and the ability to hire additional qualified personnel. The competition for highly qualified personnel is intense, and there can be no assurance that we will be able to retain our key managerial and technical employees or that we will be able to attract and retain additional highly qualified technical and managerial personnel in the future. None of our employees is represented by a labor union, and we consider our relations with our employees to be good. None of our employees is covered by "key person" life insurance.
ITEM 1A. RISK FACTORS.
Our future results of operations, financial condition and liquidity and the market price for our securities are subject to numerous risks, many of which are driven by factors that we cannot control. The following cautionary risks, uncertainties and assumptions relevant to our business include factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business, results of operations, financial condition, prospects and cash flows. Also see “Forward-looking Statements” above.
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the Company's extremely limited financial and management resources which need to be augmented and the Company’s limited ability to raise additional needed funds and/or hire needed personnel; |
| · | potential conflicts of interest related to the BLG loan group, its partial ownership by two of Bion’s Directors and their relationships/influence with other BLG owners, and its security position in the Company’s IP; |
| · | the possibility that markets for organic and low-carbon fertilizer products, clean fuels and energy, and eco-friendly/ sustainable beef, will be slow to develop (or not develop at all); |
| · | changes in political administrations, both at the federal, state, and local levels, and their impact on policies related to project development, renewable energy and clean fuels tax and other credits, and advanced low-carbon and organic fertilizers; |
| · | failure to attract strategic partners that can supply needed expertise and resources in the various sectors we ‘touch’, such as renewable energy/clean fuels, fertilizers, agriculture and livestock; |
| · | the substantial capital expenditures required for the Company’s proposed JV (and future JVs) and development/construction of the Company's proposed Projects and facilities and the related need to fund such capital requirements through commercial banks and/or public or private securities markets; |
| · | changes in political administration, especially at the federal level, and their impact on availability of capital for projects; |
| · | potential delays in constructing the Company’s initial beef Project and other Gen3Tech and ARS system installations; |
| · | the possibility that competitors will develop more comprehensive and/or less expensive production platforms; |
| · | delays and/or costs exceeding expectations relating to Bion's development of the Initial Project, JVs and/or Projects; |
| · | delays in anticipated permit approval and/or start-up dates; |
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| · | uncertainties and cost increases related to research and development efforts to update and improve Bion’s technologies and applications thereof; |
| · | delays in market awareness of Bion and our Systems; |
| · | the limited liquidity of the Company's equity securities; limited availability of capital on acceptable terms for small public companies like Bion in the current financial markets; |
| · | dependence upon key personnel and the ability of the Company to keep its existing personnel and their accumulated expertise including the substantial risk of illness or death of one or more key personnel; |
| · | seasonal and climatic conditions; |
| · | increased cost of material and equipment (including those caused by the COVID-19 pandemic and supply chain challenges); |
| · | the strength and financial resources of the Company's potential competitors; |
| · | cybercrimes/hacking (actual and potential) of the Company’s online presence and limited operational computer systems; |
| · | general economic and capital market conditions; |
| · | industry risks, including environmental related problems; |
| · | operating hazards attendant to the environmental clean-up, CAFO and renewable energy production, fertilizer and/or food retailing and biofuel industries; |
| · | failure of the political, legal, regulatory and economic climate to support funding of environmental clean-up and enforcement of environmental rules and regulations; |
| · | changes in the public's perceptions of large scale livestock agriculture/CAFOs, consumption of meat and dairy, environmental protection and other related issues; and |
| · | continued delays in (and/or failure of) development of markets (or other means of monetization) for nutrient reductions and other environmental benefits from agriculture and CAFOs and related waste treatment facilities; including failure of markets for nutrient (nitrogen and phosphorus) reductions to develop sufficient breadth and depth; |
Risks Relating to our Common Stock
| · | Our common stock is thinly traded on the OTC Markets QB exchange and largely illiquid; |
| · | The market price of our stock is subject to volatility; |
| · | You may have difficulty selling our stock because it is deemed a “penny stock” and not quoted on a national exchange; |
| · | Because our shares are deemed a “penny stock,” rules enacted by FINRA make it difficult to sell previously restricted stock; |
| · | Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates; |
| · | We regularly issue stock, or stock options, instead of cash, to pay some of our operating expenses. These issuances are dilutive to our existing stockholders; |
| · | Our stockholders face further potential dilution in any new financing |
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ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 1C. CYBERSECURITY.
ITEM 2. PROPERTIES.
The Company maintains its corporate offices at 9 East Park Court, Old Bethpage, New York 11804, the home of its office manager/bookkeeper, and its main corporate telephone number is (406) 839-0816.
We are the sole owner of six United States patents. Additionally, Bion has two United States patent applications pending and has three international patent applications currently pending. (See Item 1, “Patents” above).
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ITEM 3. LEGAL PROCEEDINGS (Litigation (and related matters).
The Company is currently involved in no litigation matters except:
1) Convertible Bridge Loan/Default
On September 28, 2023, in order to partially mitigate the problems discussed above, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including a convertible promissory note (“Note”) and a binding subscription agreement (“Subscription”) (collectively the Note and the Subscription are the “Bridge Loan Agreements”) with SEB LLC, a non-affiliated party (“Lender”). The Bridge Loan Agreements require the Lender to loan the Company $1,500,000 in six monthly tranches of $250,000 commencing October 2023. All sums advanced under the Bridge Loan Agreements (and accrued interest thereon) would be due and payable (with interest accrued at 9% per annum) on October 1, 2024 if not previously converted into securities of the Company. The Note is convertible at $1.00 per unit, at the sole election of the Lender, into units consisting of one share of the Company’s common stock and a warrant to purchase one half share. The initial $250,000 tranche was received by the Company on October 5, 2023. However, no further funds were received by the Company from the Lender. During early November 2023 the Lender informed the Company verbally that it did not intend to fulfill its obligations pursuant to the Bridge Loan Agreements and since such time the Lender has been in default (“Default”). On May 10, 2024 the Company received $150,000 from affiliates of the Bridge Loan Lender on terms not yet finalized and included in an agreement. These funds were received in the context of negotiations/discussions regarding a potential larger investment by affiliates and/or associates of the Lender but no further funds were received and the larger transaction was never completed. The funds were used primarily to re-initiate operations at the Initial Project. The Default (which is continuing) has created substantial problems for and materially damaged the Company and rendered the Company unable to meet its current creditor obligations on a timely basis. The Company is currently evaluating its rights regarding the Default by the Lender. This situation has contributed to the substantial increase in the Company’s ‘Current Liabilities’ including ‘accounts payable’ over recent periods. See Consolidated Financial Statements and ‘Management’s Discussion and Analysis’. The Company has engaged in discussion/negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when and how much funding the Company will be able to raise in future periods. As a result, the Company’s two largest creditors have filed separate lawsuits to recover a total of $1,494,513 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks, Indiana (and other creditors are threatening to commence litigation and/or repossess/remove leased equipment). Further, as of October 1, 2024, the Company is in default of the terms of the note.
2) Creditor Matters
As is described in the Company’s Financial Statements included herein and discussed in the Notes to the Financial Statements, the Company has had on-going difficulties raising needed funds for its operations/activities over the past 3 years which has rendered the Company unable to meet its current creditor obligations on a timely basis. This situation includes a substantial increase in the Company’s ‘Current Liabilities’ including ‘accounts payable’ over recent periods. The Company has engaged in discussion/ negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when and how much funding the Company will be able to raise in future periods. As a result, the Company’s two largest creditors have filed separate lawsuits (see O, below) to recover a total of $1,494,513 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks, Indiana (and other creditors are threatening to commence litigation and/or repossess/remove leased equipment). The Company could also face litigation from the Lessor of the land on which the Initial Project is located as it is in default on lease rental payments.
The Company currently is not involved in any other material litigation or similar events.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(a) Market Information
Our common stock is quoted on the Over-The-Counter Electronic Bulletin Board under the symbol "BNET." The following quotations reflect inter dealer prices, without retail mark up, markdown or commissions and may not represent actual transactions.
| 2025 | 2024 | |||||||||||||||
| Fiscal Year Ended June 30, | High | Low | High | Low | ||||||||||||
| First Fiscal Quarter | $ | 0.54 | $ | 0.15 | $ | 1.22 | $ | 1.00 | ||||||||
| Second Fiscal Quarter | $ | 0.30 | $ | 0.15 | $ | 1.17 | $ | 0.91 | ||||||||
| Third Fiscal Quarter | $ | 0.22 | $ | 0.07 | $ | 1.28 | $ | 0.88 | ||||||||
| Fourth Fiscal Quarter | $ | 0.30 | $ | 0.04 | $ | 0.89 | $ | 0.35 | ||||||||
(b) Holders
The number of holders of record of our common stock at September 1, 2025 was approximately 1,471. Many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, so we are unable to estimate the number of stockholders represented by these record holders.
The transfer agent for our common stock is Equiniti Trust Company, 1110 Centre Pointe Curve, Ste # 101, Mendota Heights, MN 55120.
(c) Dividends
We have never paid any cash dividends on our common stock. Our board of directors does not intend to declare any cash dividends in the foreseeable future, but instead intends to retain earnings, if any, for use in our business operations. The payment of dividends, if any, in the future is within the discretion of the board of directors and will depend on our future earnings, if any, our capital requirements and financial condition, and other relevant factors.
No preferred shares are outstanding as of June 30, 2025 and 2024. A dividend of $1,000 was accrued on Series B Preferred Stock during the 2022 fiscal year. From July 1, 2014, the Company had 200 shares of Series B redeemable convertible Preferred stock outstanding with a par value of $0.01 per share, convertible at the option of the holder at $2.00 per share, with dividends accrued and payable at 2.5% per quarter. The Series B Preferred stock was mandatorily redeemable at $100 per share by the Company three years after issuance and accordingly was classified as a liability. The 200 shares have reached their maturity date and the Company approved the redemption of the Series B preferred stock during the quarter ended December 31, 2021 and the final 200 shares of Series B redeemable convertible Preferred stock were redeemed for $41,000, which included the $21,000 in accrued dividend payable.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
In June 2006 the Company adopted its 2006 Consolidated Incentive Plan, as amended ("Plan"), which terminated all prior plans and merged them into the Plan. The Plan was ratified by the Company's shareholders in October 2006 (and has been amended multiple times since initial ratification). Under the Plan, Directors may grant Shares, Options, Stand Alone Stock Appreciation Rights ("SAR's"), shares of Restricted Stock, shares of Phantom Stock and Stock Bonuses and other items with respect to a number of Common Shares that in the aggregate does not exceed 36,000,000 shares. The maximum number of Common Shares for which Incentive Awards, including Incentive Stock Options, may be granted to any one Participant shall not exceed 2,000,000 shares in any one calendar year; and the total of all cash payments to any one participant pursuant to the Plan in any calendar year shall not exceed $1,500,000. As of June 30, 2025 4,891,600 options have been granted and outstanding under the Plan (as amended), including all options granted under prior merged plans, and were merged into the 2021 Equity Incentive Plan. As of June 30, 2025, the Company had no outstanding contingent Stock Bonuses.
In December 2021 the Company adopted its 2021 Equity Incentive Plan, as amended ("2021 Equity Plan"). The 2021 Equity Plan was ratified by the Company's shareholders in April 2022. Under the 2021 Equity Plan, Directors may grant Shares, Options, Stand Alone Stock Appreciation Rights ("SAR's"), shares of Restricted Stock, shares of Phantom Stock and Stock Bonuses and other items with respect to a number of Common Shares that in the aggregate does not exceed 30,000,000 shares. The maximum number of Common Shares for which Incentive Awards, including Incentive Stock Options, may be granted to any one Participant shall not exceed 2,500,000 shares in any one calendar year. As of June 30, 2024 nil options have been granted and outstanding under the 2021 Equity Plan. As of June 30, 2025, the Company had no outstanding contingent Stock Bonuses.
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Equity Compensation Plan Information
The following table summarizes share and exercise price information about the Company’s 2006 equity compensation plans as of June 30, 2025:
2006 Equity Compensation Plan table
| Plan category | Number of securities to be issued upon the exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders | 38,412,001 | $ | 0.31 | 27,587,999 | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 38,412,001 | $ | 0.31 | 27,587,999 | ||||||||
ITEM 6. SELECTED FINANCIAL DATA.
N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Statements made in this Form 10-K that are not historical or current facts, which represent the Company's expectations or beliefs including, but not limited to, statements concerning the Company's operations, performance, financial condition, business strategies, and other information, involve substantial risks and uncertainties. The Company's actual results of operations, most of which are beyond the Company's control, could differ materially. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," anticipate," "estimate," or "continue" or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.
These factors include potential conflicts of interest related to the BLG loan group, its control by two of Bion’s Directors and key management, and its security position in the Company’s IP (see below, Item K), adverse economic conditions, entry of new and stronger competitors, inadequate capital and limited ability to obtain financing, needed personnel and equipment, unexpected costs, failure (or delay) to gain product certifications and/or regulatory approvals in the United States (or particular states) or foreign countries, loss (permanently or for any extended period of time) of the services of members of the Company’s small core management team and failure to obtain access to new markets. Additional risks and uncertainties that may affect forward looking statements about Bion's business and prospects include: i) the possibility that markets for eco-friendly/sustainable beef, organic and low-carbon fertilizer products, and clean fuels will be slow to develop (or not develop at all), ii) the possibility that competitors will develop more comprehensive and/or less expensive environmental solutions, viii) delays in market awareness of Bion and our Systems, iv) uncertainties and costs increases related to research and development efforts to update and improve Bion’s technologies and applications thereof, and/or v) delays and/or costs exceeding expectations relating to Bion's development of the Initial Project, JVs and/or Projects and vi) failure of marketing strategies, each of which could have both immediate and long term material adverse effects by placing us behind our competitors and requiring expenditures of our limited resources.
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Bion disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements filed with this Report.
BUSINESS OVERVIEW AND PLAN
The Company has been under substantial financial and management stress over the past eighteen (18) months. Covid-related delays during technology pilot development at Buflovak in New York, followed by post-Covid supply chain disruptions during construction of our demonstration facility at Fair Oaks, have led to extreme difficulties in raising needed funds. These delays prevented us from meeting our project development and related capital timelines, and were further compounded by the death (following extended illness) of Dominic Bassani, who most recently served as our COO from May 2022 after serving as our CEO for the prior decade, the subsequent resignation of Bill O’Neill, Dominic’s replacement at the CEO position, effective May 31, 2024, followed by the retirement of Mark A. Smith, the Company’s President, General Counsel and Chief Financial Officer, effective July 31, 2024.
At the end of May 2024, a new core leadership team was installed (see H and I, above) and a short-term funding strategy was implemented (see K, above) while longer term capital solutions were pursued. These efforts are ongoing. Our new leadership team believes the difficulties Bion has faced are outweighed by our recent successes that include the technology demonstration and optimization at our Fair Oaks facility and the initial responses from our fertilizer outreach. This is coupled with strong recent interest in our ammonia control solution from the biogas operators and developers that will be needed to ensure a supply of feedstock for our fertilizer products. These successes coincide with growing trends in sustainable agriculture and clean fuels technology and policy that favor Bion’s business opportunities. Bion leadership believes this confluence of events positions the Company, assuming it aligns with appropriate strategic partners and obtains sufficient financing, to exploit a unique opportunity at the intersection of agriculture, renewable energy, the environment, and consumer demand.
See Part 1, Item 1 – General for detailed business overview
THERE IS NO ASSURANCE THAT THE COMPANY WILL REACH OR APPROACH THE GOALS/TARGETS SET FORTH ABOVE. REACHING SUCH GOALS/TARGETS WILL REQUIRE RESOLUTION OF THE COMPANY’S EXISTING FINANCIAL DIFFICULTIES AND ACCESS TO VERY LARGE AMOUNTS OF CAPITAL (EQUITY AND DEBT) AS EACH BOLT-ON PROJECT IS PROJECTED TO COST BETWEEN $10 AND $40 MILLION, AND EACH BEEF PROJECT MODULE IS PROJECTED TO COST IN EXCESS OF $50 MILLION (DEBT/EQUITY/GRANTS) TO CONSTRUCT AND WILL REQUIRE MOBILIZATION OF SUBSTANTIAL PERSONNEL, TECHNICAL RESOURCES AND MANAGEMENT SKILLS. THE COMPANY DOES NOT POSSESS EITHER THE FINANCIAL OR PERSONNEL RESOURCES INTERNALLY AND WILL NEED TO SOURCE SUCH RESOURCES FROM OUTSIDE ITSELF.
For expanded information regarding our ‘HISTORY, BACKGROUND AND CURRENT ACTIVITIES’, see discussion within the Notes (particularly Notes 1, 4, 5, and 8) included in this report, in Forms 8-K and Forms 10-Q filed earlier this year and Item 1 (and other sections) in our Annual Reports on Form 10-K filed in previous years.
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CRITICAL ACCOUNTING POLICIES
Revenue Recognition
The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers”.
Stock-based compensation
The Company follows the provisions of ASC 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of income based upon their grant date fair values.
Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. As of June 30, 2025 and 2024, there are no derivative financial instruments.
Options:
The Company has issued options to employees and consultants under its 2006 Plan to purchase common shares of the Company. Options are valued on the grant date using the Black-Scholes option-pricing model. The expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected term of the stock options. The U.S. Treasury bill rate for the expected term of the stock options was utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding based upon management’s estimates.
Warrants:
The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.
Lease Accounting:
The Company accounts for leases under ASC 842, Leases (“ASC 842”). Accordingly, the Company will determine whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.
For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.
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YEAR ENDED JUNE 30, 2025 COMPARED TO THE YEAR ENDED JUNE 30, 2024
Revenue
Total revenues were nil for both the years ended June 30, 2025 and 2024.
General and Administrative
Total general and administrative expenses were $2,145,000 and $2,046,000 for the years ended June 30, 2025 and 2024, respectively.
Salaries and related payroll tax expenses were $368,000 and $600,000 for the years ended June 30, 2025 and 2024, respectively. Consulting costs were $198,000 and $488,000 for the years ended June 30, 2025 and 2024, respectively. The $232,000 decrease in salary costs is due to Bill O’Neill resigning, Mark Smith retirement and Dominic Bassani passing away and the Company not replacing the position. The $290,000 decrease in consulting costs is due to Bill O’Neill resigning and the reduction of contracts related to capital raise efforts. Investor relations expenses were $136,000 and $328,000 for the years ended June 30, 2025 and 2024, respectively, and the $192,000 decrease was due to less investor related activity during the fiscal year in order to conserve cash. Legal costs were $1,000 and $34,000 for the years ended June 30, 2025 and 2024, respectively.
Stock-based compensation for the years ended June 30, 2025 and 2024 were $844,000 and ($16,000) respectively. The $860,000 variance is due to warrants exercise dates extended in 2025.
Depreciation
Total depreciation expense was $695 and $1,582 for the years ended June 30, 2025 and 2024, respectively.
Research and Development
Total research and development expenses were $22,000 and $23,000 for the years ended June 30, 2025 and 2024, respectively.
Salaries and related payroll tax expenses were $6,000 and $6,000 for the years ended June 30, 2025 and 2024, respectively. Consulting costs were nil and $4,000 for the years ended June 30, 2025 and 2024, respectively. Legal expenses were $15,000 and $11,000 for the years ended June 30, 2025 and 2024, respectively.
Loss from Operations
As a result of the factors described above, the loss from operations was $2,168,000 and $2,071,000 for the years ended June 30, 2025 and 2024 respectively.
Other (Income)/Expense
Other expense was $212,000 and $9,620,000 for the years ended June 30, 2025 and 2024, respectively. The increase in 2024 was due to the impairment of fixed assets taken on the Fair Oaks project.
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $311,000 and $222,000 for the years ended June 30, 2025 and 2024, respectively.
Net Loss Attributable to the Noncontrolling Interest
The net loss attributable to the noncontrolling interest was nil and nil for the years ended June 30, 2025 and 2024, respectively.
Net Loss Attributable to Bion’s Common Stockholders
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $2,380,000 and $11,691,000 for the years ended June 30, 2025 and 2024, respectively, and the net loss per basic common share was $.04 and $.22 for the years ended June 30, 2025 and 2024, respectively.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated financial statements for the year ended June 30, 2025 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company's consolidated financial statements as of and for the year ended June 30, 2025 includes a "going concern" explanatory paragraph which means that the auditors stated that conditions exist that raise substantial doubt about the Company's ability to continue as a going concern.
Operating Activities
As of June 30, 2025, the Company had cash of approximately $4,400. During the year ended June 30, 2025, net cash used in operating activities was $868,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations expenses as well as the purchase of property and equipment. Cash expenditures were offset in part by proceeds from financing activities, primarily in debt funding.
As previously noted, the Company is currently not generating significant revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require substantial funding from external sources. As stated in multiple places in this report, over the last fiscal year the Company has had only very limited success in raising needed funds which lack of success has had material negative effects on the Company and its business. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms.
Investing Activities
During the year ended June 30, 2025, the Company invested nil in the purchase of property and equipment or other investing activities.
Financing Activities
During the year ended June 30, 2025, the Company received net cash proceeds of $400,000 from a note payable and $426,00 in convertible loans less commissions of $5,300.
During the year ended June 30, 2024, the Company received net cash proceeds of $590,000 from the sale of units for $611,000 less commissions of $20,000.
As of June 30, 2025, the Company has debt obligations consisting of: a) deferred compensation of $1,173,000, b) convertible notes payable – affiliates of $1,742,000, c) current note payable including accrued interest of $423,000 and d) convertible bridge note payable of $1,023,000. As of June 30, 2024, the Company had debt obligations of a) deferred compensation of $890,000, b) convertible notes payable – affiliates of $1,709,000, c) current note payable including accrued interest of $419,000 and d) note payable including accrued interest of $125,600.
Plan of Operations and Outlook
As of June 30, 2025, the Company had cash of approximately $4,400.
The Company continues to explore sources of additional financing to satisfy its current operating requirements as it is not currently generating any significant revenues. During fiscal years 2024 and 2023 (as a whole), the Company faced less difficulty in raising equity funding (but was subject to substantial equity dilution from the larger amounts of equity financing during the periods) than was experienced in the prior 3 years. However, this positive trend did not continue during the 2025 fiscal year (and the first quarter of 2026 through the date of this report). The Company raised very limited equity funds during such periods to meet some of its immediate needs, and therefore, the Company needs to raise substantial additional funds in the upcoming periods. The Company has faced substantial demand for capital and operating expenditures for the fiscal year 2025 that we anticipate will continue (or increase) during the 2026 fiscal year and periods thereafter as it moves toward commercial implementation of its 3G Tech and development of JVs (including costs associated with additions of personnel to carry out the business activities of the Company) and, therefore, is likely to continue to face, significant cash flow management issues due to limited capital resources and working capital constraints which had only begun to be alleviated during 2024 and 2023. As a result, the Company has faced, and continues to face, significant cash flow management challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of securities of the Company and members of the Company's senior management have from time-to-time made loans to the Company in the past and may do so in future periods.
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The Company continues to explore sources of additional financing (including potential agreements with strategic partners – both financial, renewable energy- and ag-industry) to satisfy its current and future operating and capital expenditure requirements as it is not currently generating any significant revenues. Bion’s leadership team’s new approach, focusing on the bolt-on opportunity and developing a single proof-of-concept project vs multiple projects developed simultaneously, will substantially reduce the company’s need to raise capital. Further, leadership believes this approach represents a more achievable goal that will reinspire confidence in our own shareholders, as well as assure potential new strategic and institutional investors, and make it easier to raise funds.
Going Concern and Management’s Plans:
The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing JVs and proposed projects will not be sufficient to offset operating and capital costs (for Projects) for a minimum of two to five years. Further, there are no assurances that the Company will ultimately be successful in its efforts to develop and construct its Projects and market its Systems; but it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. The aggregate effect of these factors raises substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended June 30, 2025, the Company had a loss of $2,380,000 including $844,000 non-cash compensation expenses related to extension of warrants and options.
During the year ended June 30, 2024, a one-time, non-recurring, non-cash charge of $9,460,425 was incurred by the Company in connection with a write-down of the capitalized carrying value of the Initial Project (at Fair Oaks, Indiana) because the Initial Project was recently reclassified as largely a research & development facility and is located on land subject to a short term lease (as described below in Item 2, Management’s Discussion and Analysis). This charge reduced the Company shareholders’ equity to ($5,808,501) and resulted in a loss of $11,691,115 for the 2024 fiscal year.
The constraints on available resources have had, and continue to have, negative effects on the pace and scope of the Company’s efforts to operate and develop its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative consequences. If the Company is able to raise needed funds during the remainder of the current fiscal year (and subsequent periods), of which there is no assurance, management will not need to consider deeper cuts (including additional personnel cuts) and/or curtailment of ongoing activities including research and development activities. The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, and to develop Projects. The Company anticipates that it will seek to raise from $3,000,000 to $10,000,000 or more debt and/or equity through sale of its equity securities (common, preferred and/or hybrid) and/or debt (including convertible) securities, and/or through use of ‘rights’ and/or warrants (new and/or existing) and/or license payments and/or through other means during the next twelve months. Further, Bion will be required to raise $15 million (or more) to fund its initial project, in a combination of debt financing and equity investment. However, as discussed above, there is no assurance, especially in light of the difficulties the Company has experienced in many recent years and the extremely unsettled capital markets that presently exist for small pre-revenue companies like us, that the Company will be able to obtain the funds that it needs to stay in business, complete its technology development or to successfully develop its business and Projects. Ultimately, in the event the Company cannot secure additional financial resources, or complete a strategic transaction in the longer term, the Company may need to curtail or suspend its operational plans or current initiatives, or potentially liquidate its business interests, and investors may lose all or part of their investment.
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The following paragraphs describe management’s plans with regard to these conditions.
Management’s Plan
The Company continues to explore sources of financing to satisfy its current operating requirements and future growth needs. The Company has faced substantial demand for capital and operating expenditures for the fiscal year 2025 that we anticipate will increase during the 2026 fiscal year and periods thereafter as we move toward commercial implementation of our 3G Tech and development of JVs (including costs associated with additions of personnel to carry out the business activities of the Company). As a result, the Company has faced, and continues to face, significant cash flow challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of securities of the Company and members of the Company's senior management have from time-to-time made loans to the Company in the past and may do so in future periods.
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To help alleviate short-term cash needs for continued operations, in August, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director (at that time); Bob Weerts, Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and have continued to provide short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts own 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note will bear interest at a rate of 7.5% per annum and the maturity date is April 15, 2025. As of the filing date, BLG has advanced $407,734. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a Note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing.
In November, the Company launched a secured promissory note offering to previous investors/shareholders (and certain others)(Shareholder Notes) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required. As of the filing date, Bion has raised $611,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing facility.
To date, the Company has primarily raised funds through private placements with accredited investors, often conducted through FINRA-registered broker/dealers. However, the Company anticipates moving forward, it will need to raise capital using a combination of financial instruments and sources, that could also include strategic and/or institutional investors, including family offices and private equity, brokered equity or debt offerings with both public and private investors, and banks and other ag lending institutions, among others, although there can be no assurance it will be successful. Many of these financing options may involve dilution, potentially substantial, for current shareholders. Management intends to augment its access to capital by adding one or more staff members (or consultants) with experience in the capital markets, as well as utilizing its current contacts and relationships in the capital markets.
Bion is in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution, and others involved in reducing the environmental footprint of biogas, agriculture, and livestock production. Bion is now evaluating a number of these as potential development and finance partners for project opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have demonstrated interest in the product. Bion believes that these industry relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will.
CONTRACTUAL OBLIGATIONS
We have the following material contractual obligations (in addition to employment and consulting agreements with management and employees):
The Company entered into an agreement on September 23, 2021, to lease approximately four acres of land near Fair Oaks, Indiana, for the development site of its Initial Project. The lease ended December 31, 2024 and there is an agreement to extend month to month at the same rate.
The Company has not made consistent lease payments since October 16, 2023 and has made no payments since February 24, 2025. The Company owes $106,250 in lease payments at June 30, 2025.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The consolidated financial statements are set forth on pages F-1 through F-25 hereto.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As of June 30, 2025, under the supervision and with the participation of the Company’s President and Principal Financial Officer (the same person), management has evaluated the effectiveness of the design and operations of the Company’s disclosure controls and procedures. Based on that evaluation, the President and Principal Financial Office concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025 as a result of the material weakness in internal control over financial reporting discussed below.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Principal Financial Officer (the same person) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”) and the related guidance provided in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies, also issued by the Committee of Sponsoring Organizations.
Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of June 30, 2025. Our President and Principal Financial Officer concluded we have a material weakness due to our control environment, and one condition caused by this is an inadequate of segregation of duties as well as a lack of timely review and approval of related party transactions and a second condition is the a lack of timely review and approval of capitalized internal costs and interest. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. There is one person involved in the processing of the Company's accounting and banking transactions and a single person with overall supervision and review of the cash disbursements and receipts and the overall accounting process. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting duties. While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions to justify additional full time staff. As a result of this material weakness, we have implemented remediation procedures whereby in May 2006 we engaged an outside accounting and consulting firm with SEC and US GAAP experience to assist us with the preparation of our financial statements, evaluation of complex accounting issues and the implementation of systems to improve controls and review procedures over all financial statement and account balances. In December of 2021, there was a change made to a new outside accounting and consulting firm. We believe that this outside consultant's review improved our disclosure controls and procedures. If this review is effective throughout a period of time, we believe it will help remediate the segregation of duties material weakness. However, we may not be able to fully remediate the material weakness unless we hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report on internal control in this annual report.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended June 30, 2025, no director
or officer of the Company
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our directors, executive officers and significant employees/consultants, along with their respective ages and positions are as follows:
| Name | Age | Position | ||||
| Directors and Officers: | ||||||
| Craig Scott | 65 | Chief Executive Officer and Director | ||||
| Jon Northrop | 82 | Director | ||||
| Stephen Posner | 81 | Director | ||||
| Greg Schoener | 57 | Chief Operating Officer and Director | ||||
| Salvatore Zizza | 79 | Director | ||||
| Robert Weerts | 73 | Director | ||||
Stephen Craig (Craig) Scott (65) has been associated with Bion since 1993. Since that time he has been responsible for business and industry intelligence and analysis. He was with Bion full-time from 1996 to 2000, then periodically as a consultant through 2005. Craig rejoined Bion in 2006 and has held several senior positions, including Director of Communications, SVP – Capital Markets, and Head of Business Development. As of June 2024, he joined Bion’s Board of Directors and was subsequently named Interim Chief Executive Officer. Craig studied business and communications at Montana State and Denver-Metro Universities.
Jon Northrop (82) has served as our Secretary and a Director since March of 2003. Since September 2001 he has been self employed as a consultant with a practice focused on business buyer advocacy. Mr. Northrop is one of our founders and served as our Chief Executive Officer and a Director from our inception in September 1989 until August 2001. Before founding Bion Technologies, Inc., he served in a wide variety of managerial and executive positions. He was the Executive Director of Davis, Graham & Stubbs, one of Denver’s largest law firms, from 1981 to 1989. Prior to his law firm experience, Mr. Northrop worked at Samsonite Corporation’s Luggage Division in Denver, Colorado, for over 12 years. His experience was in all aspects of manufacturing, systems design and implementation, and planning and finance, ending with three years as the Division’s Vice President, Finance. Mr. Northrop has a bachelor’s degree in physics from Amherst College, Amherst, Massachusetts (1965), an MBA in Finance from the University of Chicago, Chicago, Illinois (1969), and spent several years conducting post graduate research in low energy particle physics at Case Institute of Technology, Cleveland.
Stephen Posner (81) is a financial markets professional with a 50 year career raising capital, increasing public awareness, and advising on corporate strategy and M&A for companies. He is experienced in facilitating the growth of both large and small companies, private and public. He is currently a Director of a family of ETF’s. He is a proud husband, father, and grandpa and has been involved with Bion and a substantial shareholder in the company for 25 years. He received a BA from Hofstra University, in New York.
Gregory (Greg) Schoener (57) currently serves as the Chief Operating Officer and as a director of the company since June 1, 2024.He is a successful business owner and operator, serving the construction industry in Houston, Texas. Mr. Schoener has broad management experience in the medical field as well as the construction industry. Mr. Schoener is a Bion Shareholder since 2020.
Salvatore J. Zizza (79) Salvatore Zizza has served as a director of Bion since February 15, 2023. He is presently President of Zizza & Associates Corp. a private holding company which invests in various industries and retired Chairman of BAM (Bethlehem Advanced Materials), which designs and manufactures high-temperature furnaces for sale and for its own use in the processing of specialty carbon, graphite and ceramic materials for semiconductor and aerospace applications, and Chairman of Bergen Cove Realty Inc., with substantial holdings in residential real estate. Mr. Zizza serves as Director & Chairman of Trans-Lux Corporation, a full-service provider of integrated multimedia systems for today’s communications environments (since 2018) and served on board since 2009. Mr. Zizza bought NICO Construction Company, Inc., in 1978 and was President and CFO until 1985 when NICO merged with The LVI Group Inc., a (NYSE), listed company. Prior to joining The LVI Group Inc., Mr. Zizza was an independent financial consultant and had been a lending officer of Chemical Bank. Mr. Zizza is also an investor in numerous private companies and real estate holdings. Mr. Zizza currently holds directorship positions at nineteen (19) Gabelli/GAMCO funds and trusts. He has been associated with this family of investment funds for over thirty (30) years. He received a Baccalaureate/Political Science, St. John’s University (1967) and a Master of Business Administration, St. John’s University (1972). In 2007 Mr. Zizza received a Doctor of Commercial Sciences (Honorary) from St. John’s University.
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Robert (Bob) Weerts (73) Bob Weerts has been a member of The Company’s Board of Directors since July currently serves Director of the company since June 27, 2024.He is a successful entrepreneur from Winnebago, Minnesota where he serves on the City Council. He founded and operates Erosion Control Plus, that serves county, state and federal highway projects; Blue Valley Sod, serving the upper Midwest since 1987; Green Energy & Development, active in recycling and composting and Bedrock Ready Mix. He is actively involved with Umpqua Energy and was a founding member/Chairman of the Corn Plus Ethanol Plant.
Family Relationships
There are currently no family relationships among our Directors and Executive Officers.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our officers and directors, and stockholders owning more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Company is not aware of any persons who failed to timely file reports under this section.
Involvement in Legal Proceedings
To the best of our knowledge, during the past five years, none of the following occurred with respect to our directors or executive officers:
| (1) | any bankruptcy petition filed by or against any business of which one of them was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| (2) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| (3) | being subject to any order, judgment or decree of any court of competent jurisdiction, permanently or temporarily inquiring, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activities; and |
| (4) | being found by a court of competent jurisdiction, the SEC or the CFTC to have violated Federal or state securities or commodities laws. |
Audit Committee
The Company has no audit committee and is not now required to have one, or an audit committee financial expert.
Code of Ethics
To date, the Company has not adopted a code of business conduct and ethics applicable to its officers, directors or accounting officer.
Advisory Group
The Company, which has only five full-time employees/consultants (all of whom are effectively ‘department heads’), has utilized many outside parties as consultants and contract workers for various roles to augment our management capabilities and expertise. Over the last year the Company has begun to establish a more formal ‘advisory’ relationship with some of these people to insure their availability for consultation by our senior management (separate from specific consulting engagements). At present, a) William Rupp (meat and beef industry), b) Matthew Lamb (agriculture/animal husbandry/dairy), c) Stanley Rapp (government affairs), d) Dennis Tristao (agricultural tech, engineering and agricultural/environmental policy), e) Dennis Bracht (organic seed, corn/feed grain cultivation and related matters), f) Steve Sands (former executive with performance Food Group), Chris Cook (head of business development for Syngenta), and g) Lily Edwards-Callaway, PhD (animal health and welfare expert), have accepted roles as members of our Advisory Group. The Company anticipates that additional persons will be added to this group over time.
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ITEM 11. EXECUTIVE COMPENSATION.
The Company does not have a compensation committee due to its small size and limited resources. The Board of Directors directly reviews and authorizes all compensation matters.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to, or accrued for, each of our current executive officers during each of our last two fiscal years.
| Name and Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards | Option Awards (2) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | Other Compensation | Total | |||||||||||||||||||||||||||
| Mark A. Smith (3) | 2025 | $ | 5,000 | $ | — | $ | — | — | — | — | — | $ | 5,000 | |||||||||||||||||||||||
| President and Chief | 2024 | $ | 210,000 | $ | — | $ | — | — | — | — | — | $ | 210,000 | |||||||||||||||||||||||
| Financial Officer (retired July 31, 2024) | ||||||||||||||||||||||||||||||||||||
| Brightcap/Dominic Bassani (4) | 2025 | $ | — | $ | — | $ | — | — | — | — | — | $ | — | |||||||||||||||||||||||
| VP - Special Projects & Strategic | 2024 | $ | 134,333 | $ | — | $ | — | — | — | — | — | $ | 134,333 | |||||||||||||||||||||||
| Planning and Chief Operating Officer (passed away November 11, 2023 | ||||||||||||||||||||||||||||||||||||
| William O'Neill | 2025 | $ | — | $ | — | $ | — | — | — | — | — | $ | — | |||||||||||||||||||||||
| Chief Executive Officer (5) (resigned May 31, 2024) | 2024 | $ | 247,500 | $ | — | $ | — | — | — | — | — | $ | 247,500 | |||||||||||||||||||||||
| Craig Scott | 2025 | $ | 168,000 | $ | — | $ | — | — | — | — | $ | 249,197 | $ | 417,197 | ||||||||||||||||||||||
| Chief Executive Officer (6) | 2024 | $ | 168,000 | $ | — | $ | — | — | — | — | — | $ | 168,000 | |||||||||||||||||||||||
| (1) | Includes compensation paid by Bion Environmental Technologies, Inc. and our wholly owned subsidiaries. | ||
| (2) | Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718. | ||
| (3) | Since October 2016, the Company approved a month-to-month contract extension with Smith which included a monthly deferred salary of $18,000 and the right to convert up to $300,000 of deferred compensation, at his sole election, at $0.75 per share until December 31, 2022 (which date was extended to January 15, 2025). Smith also has the right to convert his deferred compensation in whole or in part, at this sole election, at any time in an amount at "market" or into securities sold in the Company's most current/recent private offering. During fiscal year 2021 the Company paid Smith $13,460 for payroll taxes on his deferred compensation conversions which was treated as salary. During the fiscal year 2024, Smith’s compensation was reduced to $10,000 per month as of January 1, 2024 and Smith deferred $190,000 due to cash restraints of the company. Note: Mr. Smith retired effective July 31, 2024, and his salary ceased accruing at that time. | ||
| (4) | On February 10, 2015, Mr. Bassani agreed to an extension to continue his employment through December 31, 2017 at an annual salary of $372,000 effective January 1, 2015. During October 2016, Bassani was granted the right to convert up to $125,000 of his deferred compensation, at his sole election, at $0.75 per share which was expanded on April 27, 2017 to the right to convert up to $300,000). During February 2018, the Company agreed to the material terms of a binding two-year extension agreement. Bassani's annual salary will remain at $372,000 and the Company granted Bassani 2,000,000 fully vested options at $0.75 per share with an expiry date of December 31, 2024 which contain a 90% exercise price adjustment and the options may be extended for an additional 5 years at $0.01 per share per extension year. Note: Mr. Bassani passed away on November 11, 2023, and his salary ceased accruing at that time. | ||
| (5) |
On May 1, 2022 William O'Neill joined the Company with an annual salary of $420,000 which includes $10,000 monthly deferred compensation to be paid at the discretion of the Board. There is an additional $1,500 per month health insurance allowance. Terms of the contract are thirty-seven months. O'Neill was previously paid as a contractor through Identifoods. O’Neill resigned as of May 31, 2024. Total payments for the years ended June 30, 2025 and June 2024, respectively were nil and $20,000. | ||
| (6) | Stephen Craig Scott (“Scott”) was appointed interim CEO on June 1, 2024. Scott has held various positions as employee/consultant with the Company since 1993 including Director of Communications, SVP – Capital Markets and Head of Business Development. On October 25, 2023, Scott entered into an agreement with the Company which included provisions for a monthly salary of $14,000 of which $2,000 is deferred. During the year ended June 30, 2025 and 2024, Scott deferred substantial portions of his monthly salary to help the Company conserve cash. For the year ended June 30, 2025 and 2024, Scott was paid $5,000 and $64,000 respectively. During the fiscal year ended June 30, 2025 the Company extended options and warrants which had a non-cash value of $249,000 for Craig Scott |
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Employment Agreements:
Stephen Craig Scott (“Scott”) was appointed interim CEO on June 1, 2024. Scott has held various positions as employee/consultant with the Company since 1993 including Director of Communications, SVP – Capital Markets and Head of Business Development. On October 25, 2023, Scott entered into an agreement with the Company which included provisions for a monthly salary of $14,000 of which $2,000 is deferred. During the year ended June 30, 2025, Scott deferred substantial portions of his monthly salary to help the Company conserve cash. For the year ended June 30, 2025 and 2024, Scott was paid $5,000 and $64,000 respectively.
Gregory (Greg) Schoener (“Schoener”) currently serves as the interim COO of the company and as a Director since June 1, 2024. Schoener currently has no agreement with the Company and is not receiving any compensation.
Mark A. Smith (“Smith”) has held the positions of Executive Chairman, Director, President and General Counsel of Company and its subsidiaries under various agreements and terms from March 2003 (details regard earlier years and periods between 2003 and 2020 may be found in the Company’s prior Forms 10-K and other SEC filings) until his retirement on July 31, 2024. Pursuant to the extension agreements after expiration of agreements during the prior decades, Smith continued his agreement to: i) defer his cash compensation ($18,000 per month) until the Board of Directors re-instates cash payments to all employees and consultants who are deferring their compensation. Due to expiration of his most recent extension, Mr. Smith served the Company on a month-to –month basis through his retirement. On April 29, 2022, Smith’s nominal monthly salary was increased to $25,000, of which $5,000 was to be deferred each month, but, in actuality, much or all of his salary was deferred over recent years and then converted into securities of the Company by Smith. Mr. Smith may provide some transition related services for the Company on a consulting basis over the course of the current year.
Dominic Bassani (“Bassani”) served in senior management positions with the Company (as a full-time consultant) from 2001 until his death during 2023. See prior Forms 10-K for detailed summaries regarding his agreements and compensation (much of which was deferred) and/or taken in the form of securities of the Company.
William O’Neill (“O’Neill”) joined as the Company’s Chief Executive Officer (“CEO”) effective May 1, 2022. O’Neill had previously been working with the Company as a consultant and had been employed by the Company as its CEO during 2010-2011. The Company and O’Neill have entered into a thirty-seven (37) month employment agreement (subject to Board renewal for the final two (2) years during the 13th month) with compensation of $25,000 cash and $10,000 deferred compensation per month. An entity affiliated with O’Neill was issued 1,000,000 Incentive Warrants exercisable at $1.00 per share until April 30, 2026 of which up to 700,000 Incentive Warrants were cancellable until O’Neill’s agreement was re-affirmed at 13 months and/or fails to serve the entire contract term thereafter. These warrants each have a 75% exercise price adjustment if the terms set forth therein are met. As set forth in the Employment Agreement, the Company and Wise Up Foods LLC (“WUF”) (an entity founded by O’Neill with which he continues to serve as a Director and of which O’Neill and his family members are majority owners) sets forth the intent to form “… a strategic alliance and committed to collaborate on projects each company has in their respective pipelines. WUF and Bion will work together to use/create technology that will deliver the consumer verified sustainable results produced by Bion’s technology and technology platform. The key to the strategic relationship is each company’s commitment to deliver real and verified results to the consumer – free of marketing hype and greenwashing…”. O’Neill elected not to complete his term and resigned from all positions effective May 31, 2024. As a result, 500,000 options that we not vested were forfeited and 304,743 warrants were cancel based on the terms of his contract.
Bassani, Smith and Schafer have each agreed (multiple times) to extend the maturity date of the outstanding 2020 Convertible Obligations and 2015 Convertible Notes (“CVObligations”) set forth in the paragraphs above from December 31, 2017 (initial maturity date) to September 15, 2025 (current maturity date) which is also the maturity date of all CV Obligations after adjustment.
Effective May 4, 2020 the Company agreed that all options and warrants owned (or subsequently acquired by conversion of CvObligations) by its officers, directors and key employees and consultants (including Craig Scott, Jon Northrop (director), Bassani, Smith and Schafer) and their donees be amended to: a) lower the exercise price to $0.75 for any options/warrants with higher exercise prices and b) extend the expiration dates to December 31, 2024. Subsequently, it was agreed that if any of the CVObligations are converted, the warrants in units received will be exercisable through a date 3 years after conversion date with exercise price adjustment provision effective two years after the date on which the converted portion of the CVObligations (as adjusted, if applicable) was accrued. The warrants and options have been extended to September 15, 2025.
Other Agreements
The Company has declared contingent deferred stock bonuses to its key employees and consultants at various times throughout the years. The stock bonuses were contingent upon the Company’s stock price exceeding a certain target price per share, and the grantees still being employed by or providing services to the Company at the time the target prices are reached. During the year ended June 30, 2017, pursuant to agreement with the employees and a consultant who had been granted the outstanding contingent stock bonuses, the Company cancelled all 117,500 outstanding contingent stock bonuses. In consideration for the cancellations, the Company granted 109,500 fully vested options to these employees and a consultant to purchase common stock of the Company at $1.00 per share until September 15, 2025 (including recent extensions).
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common stock covered by unvested restricted stock awards for each of our directors and named executive officers as of June 30, 2025.
| Outstanding Equity Awards at Fiscal Year-End | ||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#)Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
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| (1) |
| (2) |
| (3) |
| 41 |
Director Compensation
Members of the Board of Directors do not currently receive any cash compensation for their services as Directors, but are entitled to be reimbursed for their reasonable expenses in attending meetings of the Board. However, it is the Company's intention to begin to pay cash compensation to Board members at some future date (probably during the current fiscal year).
DIRECTOR COMPENSATION
The following table sets forth certain information regarding the compensation paid to directors during the fiscal year ended June 30, 2025:
| Director Compensation | ||||||||||||||||||||||||||||
| Name | Fees earned or paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||
| Craig Scott | $ | 5,000 | — | — | — | $ | 163,000 | $ | 249,197 | $ | 417,197 | |||||||||||||||||
| Jon Northrop | — | — | — | — | — | — | — | |||||||||||||||||||||
| Greg Schoener | — | — | — | — | — | — | — | |||||||||||||||||||||
| Salvatore Zizza | — | — | — | — | — | — | — | |||||||||||||||||||||
| Robert Weerts | — | — | — | — | — | — | — | |||||||||||||||||||||
| (1) | Reflects the dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes pursuant to ASC 718. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of August 1, 2025, the Registrant had 57,386,476 shares of common stock issued and 56,682,167 shares of common stock outstanding. (balance of 704,309 shares are owned by Centerpoint, the Company’s majority-owned subsidiary).
The following table sets forth certain information regarding the beneficial ownership of our common stock as of August 1, 2025 by:
● each person that is known by us to beneficially own more than 5% of our common stock;
● each of our directors;
● each of our executive officers and significant employees; and
● all our executive officers, directors and significant employees as a group.
Under the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable under stock options, warrants and convertible securities that are exercisable/convertible within sixty (60) days of August 1, 2024. Those shares issuable under stock options, warrants and/or convertible securities are deemed outstanding for computing the percentage of each person holding options, warrants and/or convertible securities but are not deemed outstanding for computing the percentage of any other person. The percentage of beneficial ownership schedule ‘Entitled to Vote’ is based upon 56,532,170 shares outstanding as of August 1, 2024. The address for those individuals for which an address is not otherwise provided is c/o Bion Environmental Technologies, c/o PO Box 323, Old Bethpage, NY 11804. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting power and investment power with respect to all shares of common stock listed as owned by them.
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| Name and Address | Number | Percent of Class Outstanding | Entitled To Vote | |||||||||
Centerpoint Corporation(1) c/o PO Box 323 Old Bethpage, NY 11604 | 704,309 | 1.2 | % | — | ||||||||
Dominic Bassani Estate (2) 64 Village Hills Drive Dix Hills, NY 11746 | 4,364,978 | 7.2 | % | 7.3 | % | |||||||
Mark A. Smith(3) 401 N. Riverside Beach #408 Pompano Beach, FL 33062 | 5,024,774 | 8.6 | % | 8.7 | % | |||||||
Christopher B. Parlow(4) 23 Longbow Drive Commack, NY 11725 | 7,636.057 | 11.8 | % | 11.9 | % | |||||||
| Danielle Lominy(5) c/o Dominic Bassani Estate 64 Village Hill Drive Dix Hills, NY 11746 | 8,244,803 | 11.8 | % | 11.9 | % | |||||||
| Edward Schafer (6) c/o PO Box 323 Old Bethpage, NY 11804 | 3,102,220 | 5.1 | % | 5.2 | % | |||||||
| Gregory W. Schoener (7) c/o Po Box 323 Old Bethpage New York, NY 11804 | 1,000,000 | 1.7 | % | 1.8% | ||||||||
Robert Weerts (8) Old Bethpage New York, NY 11804 | 400,000 | 0.6 | % | 0.7 | % | |||||||
| Craig Scott (9) 3131 North Daffodil Dr. Billings, MT 59102 | 4,338,276 | 7.0 | % | 7.1 | % | |||||||
| Jon Northrop (10) 59 Chestnut Street Westfield, NY 14787 | 636,135 | 1.0 | % | 1.1 | % | |||||||
Salvatore Zizza (11) 641 Lexington Avenue, 20th Floor New York, NY 10022 | 155,112 | 0.2 | % | 0.2 | % | |||||||
Stephan Posner (12) 219 Augusta Ct. Roslyn, NY 11576 | 533,078 | 0.9 | % | 0.9 | % | |||||||
| All executive officers and directors as a group (10 persons) | 7,062,601 | 11.3 | % | 11.4 | % | |||||||
| 43 |
| (1) | Centerpoint Corporation is currently majority owned by the Company. Under Colorado law, Centerpoint Corporation is not entitled to vote these shares unless otherwise ordered by a court. These shares of common stock may be distributed to the shareholders of Centerpoint Corporation at a future date pursuant to a dividend declared during July 2004. The shares distributed to Bion, if any, will be cancelled immediately upon receipt. |
| (2) | Includes 535,221 shares, 1,215,000 shares underlying warrants held directly by Linda Bassani, and 909,747 shares held in IRA accounts. The total also includes: a) 773,354 shares of common stock and 515,827 underlying warrants that could be issued on the conversion (at the election of The Bassani Estate) of a convertible note in the amount of $386,677, (convertible @ $0.50 price) and b) 282,305 shares of common stock that could be issued on the conversion (at the election of The Bassani Estate) of a convertible note in the amount of $169,383 (convertible @ $0.60 price) and c) 68,754 shares of common stock that could be issued on the conversion (at the election of The Bassani Estate) of Adjusted Convertible Note in the amount of $7,906 (convertible @$.115 price) and d) 64,770 shares of common stock that could be issued on the conversion (at the election of The Bassani Estate) of deferred compensation in the amount of $12,306. Mrs. Bassani disclaims beneficial ownership of shares and warrants owned by various other family members (including Christopher Parlow and Danielle Lominy who are itemized separately), none of whom live with her or are her dependents, and such shares are not included in this calculation. (Effective 9/15/2025, Linda Bassani agreed to a settlement along with her children (Danielle Lominy and Christopher Parlow (referred to collectively as “Holders) with the Company. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes and warrants, the Holders (as a whole) will receive, in aggregate 7,200,000 shares of common stock). |
| (3) | Includes 2,354,822 shares held directly by Mr. Smith, and 1,626,323 shares held by Mr. Smith’s wife. Also includes 12,681 shares of common stock held by held by LoTayLingKyur Foundation and 85,354 shares of common stock held by LoTayLingKyur LLC which is controlled by Mr. Smith and his wife. Also includes 251,838 shares and 251,838 warrants underlying units that could be issued on the conversion by Mr. Smith of his 2020 Convertible Obligation in the aggregate amount of $125,918 Mr. Smith has the option to convert this amount into units with each unit consisting of 1 share of common stock and 1 warrant exercisable at $0.75 per share. The conversion price will be $.50 per unit. Also includes 441,918 shares of common stock that could be issued on the conversion (at the election of Mr. Smith) of deferred compensation in the amount of $83,964. Does not include shares and warrants owned by various other family members of which Mr. Smith disclaims beneficial ownership. Mr. Smith retired on 7/31/2024. (Effective 9/15/2025, Mr. Smith agreed to a settlement with the Company. In consideration of the cancellation of various obligations and security instruments held by Mr. Smith including without limitation deferred compensation, convertible notes, and warrants, Mr. Smith will receive 400,000 shares of common stock). |
| (4) | Includes 2,005 shares held directly by Christopher Parlow, 65,000 shares held jointly with wife, 250,000 shares owned by the Christopher Parlow Trust and 50,000 shares owned by Christopher Parlow’s minor daughters. Also includes 995,250 shares underlying warrants held by the Christopher Parlow Trust, 147,154 shares underlying warrants held jointly with wife, 150,000 warrants held directly by Mr. Parlow and 459,780 shares underlying warrants held by Mr. Parlow’s minor daughters. In addition, Christopher is the 50% beneficial owner of the Dominic Bassani 2019 Irrevocable Trust (“2019 Trust”) which owns 3,000,000 warrants to purchase shares of the Company’s common stock and as a result, Christopher Parlow is the beneficial owner of 1,500,000 shares underlying exercise of the warrants. Additionally, the 2019 Trust owns $459,277 principal amount of the Company’s Adjusted 2020 Convertible Obligations (“CVObligation”) which is convertible @$.0953 into 4,819,277 shares and 3,214,458 warrants. As a result, Christopher Parlow is the beneficial owner of 2,409,639 shares underlying conversion of the CVObligation and 1,607,229 shares underlying the warrants issuable on conversion of the CVObligation. (Effective 9/15/2025, Christopher Parlow agreed to a settlement along with his sister Danielle Lominy and mother Linda Bassani (referred to collectively as “Holders) with the Company. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes and warrants, the Holders (as a whole) will receive, in aggregate, 7,200,000 shares of common stock). |
| (5) | Includes 170,000 shares held directly by Danielle Lominy (formerly Danielle Bassani), 892,727 shares underlying warrants held by The Danielle Christine Bassani Trust, 400,000 shares owned by the Danielle Bassani Trust, 311,458 shares underlying warrants, 105,000 shares underlying warrants owned jointly with husband and 230,000 shares underlying warrants owned by Danielle Lominy’s minor daughter. In addition, Danielle is the 50% beneficial owner of the Dominic Bassani 2019 Irrevocable Trust (“2019 Trust”) which owns 3,000,000 warrants to purchase shares of the Company’s common stock and, as a result Danielle Lominy is the beneficial owner of 1,500,000 shares underlying exercise of the warrants. Additionally, the 2019 Trust owns $459,277 principal amount of the Company’s Adjusted 2020 Convertible Obligation (“CVObligation”) which is convertible @ $.0953 into 4,819,277 shares and 3,214,458 warrants. As a result, Danielle Lominy is the beneficial owner of 2,409,639 shares underlying conversion of the CVObligation and 1,607,229 shares underlying the warrants issuable on conversion of the CVObligation (Effective 9/15/2025, Danielle Lominy agreed to a settlement along with her brother Christopher Parlow and mother Linda Bassani (referred to collectively as “Holders) with the Company. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes and warrants, the Holders (as a whole) will receive, in aggregate, 7,200,000 shares of common stock). |
| 44 |
| (6) | Includes 158,254 shares held directly by Mr. Schafer, options to purchase 1,215,000 shares and warrants to purchase 23,934 shares. Also includes 1,070,021 shares and 535,011 warrants underlying units that could be issued on the conversion by Mr. Schafer of his Adjusted Convertible Obligation in the amount of $101,973. Mr. Schafer has the option to convert this amount into units with each unit consisting of 1 share of common stock and ½ warrant exercisable at $0.75 per share. The conversion price is $.0953 per unit. Mr. Schafer retired from the Board of Directors on 12/31/2024. (Effective 9/15/2025, Mr. Schafer agreed to a settlement with the Company. In consideration of the cancellation of various obligations and security instruments held by Mr. Schafer, including without limitation, convertible notes, warrants and options, Mr. Schafer will receive 501,746 shares of common stock). |
| (7) | Includes 700,000 shares held directly by Mr. Schoener and warrants to purchase 300,000 shares. Mr. Schoener is a 20% owner of a convertible promissory note in the principal amount of $500,000. The note is secured by the Company’s Intellectual Property (IP/Patents). This note is not included in Mr. Schoener’s beneficial ownership calculations |
| (8) | Includes 400,000 shares held directly by Mr. Weerts. Mr. Weerts is a 20% owner of a convertible promissory note in the principal amount of $500,000. The note is secured by the Company’s Intellectual Property (IP)/Patents. This note is not included in Mr. Weerts’ beneficial ownership calculations |
| (9) | Includes 478,444 shares held directly by Mr. Scott, 4,000 shares held by his spouse, 1,545,000 shares underlying options and 573,747 shares underlying warrants held directly by Mr. Scott. This also includes 1,737,085 shares of common stock that could be issued on the conversion (at the election of Mr. Scott) of deferred compensation in the amount of $330,046. Mr. Scott’s spouse is the owner of a convertible promissory note in the principal amount of $25,000. The note is secured by the Company’s intellectual property (IP)/Patents. This note is not included in Mr. Scott’s beneficial ownership calculations. |
| (10) | Includes 118,635 shares held directly by Mr. Northrop and options to purchase 517,500 shares held by Mr. Northrop. Does not include shares or options owned by the adult children of Mr. Northrop nor his former wife. |
| (11) | Includes 105,112 shares of common stock and 50,000 shares of common stock underlying options held directly by Mr. Zizza. |
| (12) | Includes 357,178 shares held directly by Mr. Posner and 150,900 held in IRA Accounts. Also includes 25,000 shares underlying warrants. Mr. Posner is the owner of a convertible promissory note in the principal amount of $25,000. The note is secured by the Company’s intellectual property (IP)/Patents. This note is not included in Mr. Posner’s beneficial ownership calculations. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Other than the employment/consulting agreements, deferred compensation arrangements and conversions of debt described above in Item 1 Business and Item 11 Executive Compensation, there are no related party transactions.
Four directors of the Company (Jon Northrop, Salvatore Zizza, Stephen Posner, and Bob Weertz) are considered to be independent directors.
| 45 |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
The aggregate fees billed for the fiscal year ended June 30, 2024 by Haynie & Company for professional services rendered for the audit of the Company’s annual financial statements and reviews of the interim financial statements included in the Company’s quarterly reports on Form 10-Q (and related matters) were $83,000.
The aggregate fees billed for the fiscal year ended June 30, 2025 by Haynie & Company for professional services rendered for the audit of the Company’s annual financial statements and reviews of the interim financial statements included in the Company’s quarterly reports on Form 10-Q (and related matters) were $84,000.
Audit Related Fees
There were no fees billed by Haynie & Company for audit-related fees in the last fiscal year ended June 30, 2025.
Tax Fees
The aggregate fees billed for tax services rendered by Haynie & Company for tax compliance and related services for the year ended June 30, 2025 was nil.
All Other Fees
None.
Audit Committee Pre-Approval Policy
Under provisions of the Sarbanes-Oxley Act of 2002, the Company's principal accountant may not be engaged to provide non-audit services that are prohibited by law or regulation to be provided by it, and the Board of directors (which serves as the Company's audit committee) must pre-approve the engagement of the Company's principal accountant to provide audit and permissible non-audit services. The Company's Board has not established any policies or procedures other than those required by applicable laws and regulations.
| 46 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
| Exhibit Number |
Description and Location |
| 3.1 | Amended and Restated Articles of Incorporation of Bion Environmental Technologies, Inc., filed with the Secretary of State of the State of Colorado on April 11, 2022. (Incorporated by reference to Exhibit 3.1 filed with Form 8-K filed on April 12, 2022). |
| 3.2 | Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 filed with Form 8-K filed on January 4, 2022). |
| 10.1 | Subscription Agreement dated January 10, 2002 between Bion Environmental Technologies, Inc. and Centerpoint Corporation regarding issuance of stock in exchange for cash and claims regarding Aprilia (Incorporated by reference to Exhibit 10.1 filed with Form 10SB12G on November 14, 2006). |
| 10.2 | Agreement dated March 15, 2002 and effective January 15, 2002 between Bion Environmental Technologies, Inc. and Centerpoint Corporation regarding purchase of warrant and management agreement (Incorporated by reference to Exhibit 10.2 filed with Form 10SB12G on November 14, 2006). |
| 10.3 | Agreement dated February 12, 2003 between Bion Environmental Technologies, Inc. and Centerpoint Corporation canceling provisions of the Subscription Agreement by and between Bion Environmental Technologies, Inc. and Centerpoint Corporation (Incorporated by reference to Exhibit 10.3 filed with Form 10SB12G on November 14, 2006). |
| 10.4 | Promissory Note and Security Agreement between Bion Environmental Technologies, Inc. and Bright Capital, LLC (Incorporated by reference to Exhibit 10.4 filed with Form 10SB12G on November 14, 2006). |
| 10.5 | Letter Agreement with Bright Capital, Ltd. (Incorporated by reference to Exhibit 10.8 filed with Form 10SB12G on November 14, 2006). |
| 10.6 | Amended Agreement with Centerpoint Corporation dated April 23, 2003 (Incorporated by reference to Exhibit 10.10 filed with Form 10SB12G on November 14, 2006). |
| 10.7 | Promissory Note and Conversion Agreement between Bion Environmental Technologies, Inc. and Mark A. Smith related to deferred compensation (Incorporated by reference to Exhibit 10.21 filed with Form 10SB12G on November 14, 2006). |
| 10.8 | Promissory Note and Conversion Agreement between Bion Environmental Technologies, Inc. and Bright Capital, Ltd. related to deferred compensation (Incorporated by reference to Exhibit 10.22 filed with Form 10SB12G on November 14, 2006). |
| 10.9 | Employment agreement with Mark A. Smith (Incorporated by reference to Exhibit 10.23 filed with Form 10SB12G on November 14, 2006). |
| 10.10 | Employment agreement with Bright Capital, Ltd. (Incorporated by reference to Exhibit 10.25 filed with Form 10SB12G on November 14, 2006). |
| 10.11 | Employment agreement with Jeremy Rowland (Incorporated by reference to Exhibit 10.27 filed with Form 10SB12G on November 14, 2006). |
| 10.12 | 2006 Consolidated Incentive Plan (Incorporated by reference to Exhibit 10.29 filed with Form 10SB12G on November 14, 2006). |
| 10.13 | Memo to Dominic Bassani & Bright Capital, Ltd. dated October 16, 2006 regarding Change in Title/Status of DB/Amendment to Brightcap Agreement (Incorporated by reference to Exhibit 10.30 filed with Form 10SB12G on November 14, 2006). |
| 10.14 | Promissory Note and Conversion Agreement for Mark Smith, dated January 1, 2007 (Incorporated by reference to Exhibit 10.31 filed with Form 10SB12G/A on February 1, 2007). |
| 10.15 | Promissory Note and Conversion Agreement for Bright Capital, Ltd., dated January 1, 2007 (Incorporated by reference to Exhibit 10.35 filed with Form 10SB12G/A on February 1, 2007). |
| 10.16 | Extension Agreement dated March 31, 2007 between the Company and Mark A Smith (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on April 3, 2007) |
| 10.17 | Form of Note dated March 31, 2007 in the amount of $151,645.89 in favor of Mark A. Smith (Incorporated by reference to Exhibit 10. 2 filed with Form 8-K filed on April 3, 2007) |
| 10.18 | Form of Note dated March 31, 2007 in the amount of $455.486.30 in favor of Bright Capital, Ltd. (Incorporated by reference to Exhibit 10.4 filed with Form 8-K filed on April 3, 2007) |
| 10.19 | Memorandum of Understanding with Kreider Farms (Incorporated by reference to Exhibit 99.1 filed with Form 8-K filed on February 27, 2008) |
| 10.20 | Subscription Agreement from Bright Capital, Ltd. (Incorporated by reference to Exhibit 99.1 filed with Form 8-K filed on June 3, 2008) |
| 47 |
| 10.21 | Amendment to 2006 Consolidated Incentive Plan (Incorporated by reference to Exhibit 99.2 filed with Form 8-K filed on June 3, 2008) |
| 10.22 | Agreement between the Company and Mark A. Smith dated May 31, 2008 (Incorporated by reference to Exhibit 99.3 filed with Form 8-K filed on June 3, 2008). |
| 10.23 | Promissory Note between Bion Environmental Technologies, Inc. and Dominic Bassani (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on September 30, 2008). |
| 10.24 | Promissory Note between Anthony Orphanos and Bion dated October 30, 2008, Guaranteed by Dominic Bassani (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on November 13, 2008). |
| 10.25 | Addendum to Settlement Agreement and Release Stipulation from Bion, Bion Dairy and Mark Smith dated October 31, 2008 (Incorporated by reference to Exhibit 10.4 filed with Form 8-K filed on November 13, 2008). |
| 10.26 | Kreider Farms Agreement (September 25, 2008): REDACTED (Incorporated by reference to Exhibit 10.1 filed with Form 10-Q filed on November 14, 2008). |
| 10.27 | Amendment #3 to 2006 Consolidated Incentive Plan (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on January 6, 2009). |
| 10.28 | Agreement between Bright Capital, Ltd. and Dominic Bassani and Bion effective January 11, 2009 (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on January 15, 2009). |
| 10.29 | Agreement between Mark A. Smith and Bion effective January 12, 2009 (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on January 15, 2009). |
| 10.30 | Orphanos Extension Agreement dated January 13, 2009 (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on January 15, 2009). |
| 10.31 | Extension Agreement with Mark A. Smith. (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on August 18, 2010). |
| 10.32 | Agreement with Edward Schafer (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on August 18, 2010). |
| 10.33 | Schafer Employment Agreement (dated December 21, 2010) (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on December 6, 2010). |
| 10.34 | Biography of Edward T. Schafer (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on December 6, 2010). |
| 10.35 | Kreider Farms Clarification Agreement (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on March 16, 2011). |
| 10.36 | PADEP Certification of Kreider Poultry Credits (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on June 1, 2011). |
| 10.37 | Bassani/Bright Capital Extension Agreement (executed August 31, 2011) (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on September 2, 2011). |
| 10.38 | Smith Extension Agreement (executed August 31, 2011) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on September 2, 2011). |
| 10.39 | Bloom Employment Agreement (executed September 30, 2011) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on October 4, 2011). |
| 48 |
| 10.40 | Extension/Conversion Agreement with Smith and Bassani (dated March 31, 2012) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on April 4, 2012). |
| 10.41 | Memorialization of extension of Maturity of Bassani convertible deferred compensation (dated July 31, 2012) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on August 3, 2012). |
| 10.42 | Memorialization of Smith Extension Agreement (dated August 14, 2012) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on August 21, 2012). |
| 10.43 | Memorialization of Bassani Extension Agreement (dated August 14, 2012) (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on August 21, 2012). |
| 10.44 | Memorialization of Schafer Agreement (dated August 21, 2012) (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on August 21, 2012). |
| 10.45 | Board Ratification dated May 5, 2013 (Incorporated by reference to Exhibit 10.1 filed with Form 10-Q filed on May 14, 2013). |
| 10.46 | Demand Promissory Note dated May 13, 2013 (Incorporated by reference to Exhibit 10.2 filed with Form 10-Q filed on May 14, 2013). |
| 10.47 | Extension Agreement with Mark A. Smith (w/o exhibits) (February 10, 2015) (Incorporated by reference to Exhibit 10.1 filed with Form 10-Q filed on February 11, 2015). |
| 10.48 | Extension Agreement with Dominic Bassani (w/o exhibits) (February 10, 2015) (Incorporated by reference to Exhibit 10.2 filed with Form 10-Q filed on February 11, 2015). |
| 10.49 | Agreement with Edward Schafer (w/o exhibits) (February 10, 2015) (Incorporated by reference to Exhibit 10.3 filed with Form 10-Q filed on February 11, 2015). |
| 10.50 | Convertible Promissory Note between the Company and Dominic Bassani dated September 8, 2015 (Incorporated by reference to Exhibit 10.96 filed with Form 10-K filed on September 22, 2015). |
| 10.51 | Convertible Promissory Note between the Company and Edward Schafer dated September 8, 2015 (Incorporated by reference to Exhibit 10.97 filed with Form 10-K filed on September 22, 2015). |
| 10.52 | Convertible Promissory Note between the Company and Anthony Orphanos dated September 8, 2015 (Incorporated by reference to Exhibit 10.98 filed with Form 10-K filed on September 22, 2015). |
| 10.53 | Kreider Poultry Joint Venture Agreement (May 5, 2016) (Incorporated by reference to Exhibit 10.1 filed with Form 10-Q filed on May 9, 2016). |
| 10.54 | Bassani Warrant Purchase effective August 1, 2018 (Incorporated by reference to Exhibit 10.100 filed with Form 10-K filed on September 24, 2019). |
| 10.55 | Smith Warrant Purchase effective August 1, 2018 (Incorporated by reference to Exhibit 10.101 filed with Form 10-K filed on September 24, 2019). |
| 10.56 | Amendment #9 to 2006 Consolidated Incentive Plan, as amended (Incorporated by reference to Exhibit 10.102 filed with Form 10-K filed on September 24, 2019). |
| 10.57 | Lease (executed September 23, 2021) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on September 29, 2021). |
| 10.58 | Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21 filed with Form 10SB12G on November 14, 2006). |
| 10.59 | Buflovak/Hebeler Purchase Order (January 28, 2022)(without Technical Details and Standard Terms and Conditions) (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on February 1, 2022) |
| 10.60 | Agreement with BioNTech SE re sale/purchase of domain name <biontech.com> (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on March 25, 2022) |
| 10.61 | Bion Environmental Technologies, Inc. 2021 Equity Incentive Award Plan. (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on January 4, 2022). |
| 10.62 | William O’Neill Employment Agreement (effective May 1, 2022) (without exhibits). (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on May 3, 2022). |
| 10.63 | Letter of Intent with Ribbonwire Ranch (July 20, 2022). (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on July 27, 2022). |
| 10.64 | Letter of Intent Transparency Wise LLC (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on November 17, 2023). |
| 10.65 | Form of Bassani Family Agreement (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on April 3, 2024). |
| 10.66 | Form of MAS Agreement (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on April 3, 2024). |
| 10.67 | S. Craig Scott Resume (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on June 4, 2024). |
| 10.68 | Gregory Schoener Background (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on June 4, 2024). |
| 10.69 | Turk Stoval Resume (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on June 20, 2024). |
| 10.70 | Bassani Family 20% Give Back List dated 6/30/2024 (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on July 3, 2024). |
| 10.71 | OMRI Status Notification for Bion (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on August 29, 2024). |
| 10.72 | Dilling Group Summons (Incorporated by reference to Exhibit 99.1 filed with Form 8-K filed on April 7, 2025). |
| 10.73 | Hamstra Builders Summons (Incorporated by reference to Exhibit 99.1 filed with Form 8-K filed on April 17, 2025). |
| 10.74 | Perfect Blend LOI (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on May 30, 2025). |
| 10.75 | Yield RMG LOI (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on May 30, 2025). |
| 10.76 | BLG Forbearance Agreement (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on May 30, 2025). |
| 10.77 | BLG Second Forbearance Agreement (Incorporated by reference to Exhibit 10.1 filed with Form 8-K filed on July 24, 2025). |
| 10.78 | Bion BLG Promissory Note (Incorporated by reference to Exhibit 10.2 filed with Form 8-K filed on July 24, 2025). |
| 10.79 | BLG Security Agreement (Incorporated by reference to Exhibit 10.3 filed with Form 8-K filed on July 24, 2025). |
| 19.1 | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Filed herewith electronically. |
| 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Filed herewith electronically. |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350. Furnished* |
| 32.2 | Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350. Furnished* |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
| 49 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
Table of Contents
| Report of Independent Registered Public Accounting Firm ( |
F-2 |
| Consolidated balance sheets | F-4 |
| Consolidated statements of operations | F-5 |
| Consolidated statements of changes in stockholders’ equity (deficit) | F-6 |
| Consolidated statements of cash flows | F-7 |
| Notes to consolidated financial statements | F-8 - F-27 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Bion Environmental Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bion Environmental Technologies, Inc. (the Company) as of June 30, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has yet to generate any revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Equity Transactions and Convertible Debt Transactions
As discussed in Note 5 and Note 6 to the financial statements, the Company has numerous equity-based agreements, including stock options and warrants issued for services and debt convertible into units (which include common stock and warrants). These agreements require management to estimate the value of options and warrants issued for services on the measurement date, constituting a significant management estimate subject to possible management bias, or include complicated calculations when debt is converted to equity, which requires significant knowledge for evaluation. During the year ended June 30, 2025, the Company recorded interest expense related to the modification of warrants in the amount of $180,930, and modification expense related to the extension of options and warrants of $332,128 and $511,410, respectively.
Our audit procedures required a significant amount of time performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Those procedures included gaining an overall understanding of the Company’s process for estimating fair value and the related calculations. We read the related equity-based agreements verifying the terms of each agreement to the Company’s calculations and ensuring the mathematical accuracy. We evaluated the assumptions used by management to develop their estimates and considered the relevant accounting guidance.
|
/s/ Haynie & Company | |
| We have served as the Company’s auditor since 2023. | |
| September 29, 2025 | |
\
| F-3 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Deposits and other assets | ||||||||
| Total current assets | ||||||||
| Operating lease right-of-use asset | ||||||||
| Property and equipment, net (Note 3) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred compensation (Note 4) | ||||||||
| Convertible notes payable - affiliates (Note 5) | ||||||||
| Convertible note payable (Note 5) | ||||||||
| Convertible bridge note payable (Note 5) | ||||||||
| Note payable - related party (Note 5) | ||||||||
| Operating lease liability, current (Note 8) | ||||||||
| Total current liabilities | ||||||||
| Convertible notes payable (Note 5) | ||||||||
| Total liabilities | ||||||||
| Equity (deficit): | ||||||||
| Bion's stockholders' equity (deficit): | ||||||||
| Series A Preferred stock, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Series C Convertible Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Common stock, par value, shares authorized, and shares issued, respectively; and shares outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable - affiliates (Note 7) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Bion's stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Noncontrolling interest | ||||||||
| Total equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and (deficit) | $ | $ | ||||||
See notes to consolidated financial statements
| F-4 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative (including stock-based compensation) | ||||||||
| Depreciation | ||||||||
| Research and development (including stock-based compensation) | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (income) expense: | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Gain (loss) on disposal of assets | ||||||||
| Interest expense | ||||||||
| Gain on debt forgiveness | ( | ) | ||||||
| Loss on Impairment | ||||||||
| Total other expense | ||||||||
| Net (loss) | ( | ) | ( | ) | ||||
| Net (loss) attributable to the noncontrolling interest | ||||||||
| Net (loss) applicable to Bion's common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net (loss) applicable to Bion's common stockholders | ||||||||
| per basic and diluted common share | $ | ) | $ | ) | ||||
| Weighted-average number of common shares outstanding: | ||||||||
| Basic and diluted | ||||||||
See notes to consolidated financial statements
| F-5 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 2025 AND 2024
| Bion's Stockholders' | ||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Series C Preferred Stock | Common Stock | Additional paid-in | Subscription Receivables for | Accumulated | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Shares | deficit | interest | equity/(deficit) | ||||||||||||||||||||||||||||||||||
| Balances, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||||
| Sale of units | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for common shares | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised under cashless exercise | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Options exercised under cashless exercise | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of units for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of options for employees and services | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Vesting of warrants for employees and services | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Debt modification | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Giveback of convertible liabilities and debt from affiliates | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of debt and liabilities | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Modification of warrants | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Commission on sale of units | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of units for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Modification of warrants | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Modification of options | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Commission on the sales of units | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
See notes to consolidated financial statements
| F-6 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Impairment of Assets | ||||||||
| Accrued interest on loans payable, deferred compensation and other | ||||||||
| Stock- based compensation | ( | ) | ||||||
| Stock-based compensation for services | ||||||||
| Warrants issued for compensation for services | ||||||||
| Forgiveness of debt | ( | ) | ||||||
| Increase (decrease) in prepaid expenses | ( | ) | ||||||
| Increase in accounts payable and accrued expenses | ||||||||
| (Increase) decrease in operating lease assets and liabilities | ( | ) | ||||||
| Increase in deferred compensation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Disposal of property and equipment | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of units | ||||||||
| Commission on the sale of units and convertible debt | ( | ) | ( | ) | ||||
| Proceeds from convertible loan | ||||||||
| Proceeds from note payable loan - related party | ||||||||
| Proceeds from convertible bridge note payable | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash investing and financing transactions: | ||||||||
| Adjustment for debt modification from giveback agreements | $ | $ | ||||||
| Adjustment for deferred compensation modification from giveback agreements | $ | $ | ||||||
| Conversion of debt and liabilities into common units | $ | $ | ||||||
| Conversion of deferred compensation to notes payable | $ | $ | ||||||
| Capitalized interest in property and equipment | $ | $ | ||||||
| Purchase of property and equipment for accounts payable | $ | $ | ||||||
See notes to consolidated financial statements
| F-7 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
1. BUSINESS AND ORGANIZATION:
Nature of Operations
Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado.
Our patented and proprietary technology was developed to provide advanced waste treatment and resource recovery for large-scale livestock production facilities (also known as “Concentrated Animal Feeding Operations” or “CAFOs"). Our Gen3Tech can largely mitigate the environmental problems of CAFOs, while simultaneously improving operational/ resource efficiencies by recovering high-value co-products from the waste stream, including renewable energy, nutrients, and clean water. For the last several years, Bion was focused on the beef industry because we believe it faces the most challenges of all the livestock sectors and can benefit the most from the application of Bion’s technology and business strategy.
Until recently, we believed that the best opportunity for the Company to prove its technology, along with the sustainable beef concept, was with the Stovall Ranch, in Montana. In June 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies. Bion and Stovall agreed to establish a JV, to be led by Mr. Stovall, with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’) location in Shepherd, Montana. We anticipated establishing the Stovall-Bion JV and creating related distribution agreements with key value chain partners, with the intent to begin construction in the first quarter of 2025. However, due to several factors, including 1) the extended development timeline to reach revenues at Stovall (which could be at least two years or more), 2) a need to both prove our technology at full-scale as quickly as possible, and 3) enter the fertilizer markets with product in the 2026 growing season, at the end of calendar 2024 we shifted our focus to smaller ‘bolt-on’ opportunities in both the animal waste and industrial sectors that we think can be developed more quickly.
Bion’s patents were expanded in 2024 to include industrial and municipal wastewater sources, in addition to animal waste streams that were previously covered. To that end, Bion has directed most of its limited resources to pursuing opportunities to apply its Ammonia Recovery System (ARS) as a bolt-on or ‘standalone’ ammonia control solution in the industrial sector. In such cases, the ARS would be deployed as an ammonia control solution (vs integrated into a Bion Gen3Tech livestock platform) for facilities (both new and existing) that produce biogas from organic waste streams, such as food, food processing, and livestock packing/slaughter. These facilities are subject to EPA-mandated discharge limits that require ammonia control or face other limitations on ammonia/nitrogen in the effluent from biogas production. We will also seek to identify opportunities to provide ammonia control solutions in the livestock/animal waste at existing farms with anaerobic digesters already in place (which will also shorten the development timeline). While we have not abandoned developing new integrated livestock projects with our Gen3tech platform, we believe there is a robust opportunity to provide bolt-on ammonia control solutions to the operators of their own biogas projects, and we are now devoting almost all of our resources to developing this opportunity.
Going Concern
The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing JVs and proposed projects will not be sufficient to offset operating and capital costs (for Projects) for a minimum of two to five years. Further, there are no assurances that the Company will ultimately be successful in its efforts to develop and construct its Projects and market its Systems; but, it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. The aggregate effect of these factors raises substantial doubt about the Company’s ability to continue as a going concern.
During the year ended June 30, 2025 the Company
had a loss of $
During the year ended June
30, 2024, a one-time, non-recurring, non-cash charge of $
| F-8 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
The constraints on available
resources have had, and continue to have, negative effects on the pace and scope of the Company’s efforts to operate and develop
its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative
consequences. If the Company is able to raise needed funds during the subsequent fiscal year, of which there is no assurance, management
will not need to consider deeper cuts (including additional personnel cuts) and/or curtailment of ongoing activities including research
and development activities. The Company will need to obtain additional capital to fund its operations and technology development, to satisfy
existing creditors, and to develop Projects. The Company anticipates that it may seek to raise from $
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The following paragraphs describe management’s plans with regard to these conditions.
Management’s Plan
The Company continues to explore sources of financing to satisfy its current operating requirements and future growth needs. The Company faced substantial demand for capital and operating expenditures during fiscal year 2025, which we expect to increase for the periods thereafter as we move toward commercial implementation of our ARS (including costs associated with additions of personnel to carry out the business activities of the Company). As a result, the Company has faced, and continues to face, significant cash flow management challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of securities of the Company and members of the Company's senior management have from time-to-time made loans to the Company in the past and may do so in future periods.
To help alleviate short-term cash needs for continued
operations, in August, 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) began advancing money to Bion to cover critical payables.
They subsequently formed a loan group, BION BLG, LLC (“BLG”), and have continued to provide short-term funding for Bion in
a secured promissory note of up to $
| F-9 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
In November 2024, the Company launched a series of secured promissory note offerings to previous investors/shareholders (and certain others)(Shareholder Notes) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required. As of the filing date, Bion has raised $611,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing facility.
To date, the Company has primarily raised funds through private placements with accredited investors, often conducted through FINRA-registered broker/dealers. However, the Company anticipates moving forward, it will need to raise capital using a combination of financial instruments and sources, that could also include strategic and/or institutional investors, including family offices and private equity, brokered equity or debt offerings with both public and private investors, and banks and other ag lending institutions, among others, although there can be no assurance it will be successful. Many of these financing options may involve dilution, potentially substantial, for current shareholders. Management intends to augment its access to capital by adding one or more staff members (or consultants) with experience in the capital markets, as well as utilizing its current contacts and relationships in the capital markets.
Bion is currently in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution, and others involved in reducing the environmental footprint of biogas and livestock production. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, and their impacts on water and air pollution, the sectors have become closely intertwined. They are evolving quickly, and integrated solutions have become increasingly desired, but complex. Bion is now evaluating engineering and construction firms, biogas operators, and others as potential development partners for industrial and livestock opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have expressed interest in the product. Bion believes that such relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently finished data acquisition at Fair Oaks needed to complete an independent engineering report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
THERE IS NO ASSURANCE THAT THE COMPANY WILL REACH OR APPROACH THE GOALS/TARGETS SET FORTH ABOVE. REACHING SUCH GOALS/TARGETS WILL REQUIRE RESOLUTION OF THE COMPANY’S EXISTING FINANCIAL DIFFICULTIES AND ACCESS TO VERY LARGE AMOUNTS OF CAPITAL (EQUITY AND DEBT) AS EACH ARS MODULE IS PROJECTED TO COST IN EXCESS OF $10 MILLION TO CONSTRUCT AND WILL REQUIRE MOBILIZATION OF SUBSTANTIAL PERSONNEL, TECHNICAL RESOURCES AND MANAGEMENT SKILLS. THE COMPANY DOES NOT POSSESS EITHER THE FINANCIAL OR PERSONNEL RESOURCES INTERNALLY AND WILL NEED TO SOURCE SUCH RESOURCES FROM STRATEGIC PARTNERS.
| F-10 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation:
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc., Bion Technologies, Inc., BionSoil, Inc., Bion Services, Bion PA2 LLC and Bion 3G-1 LLC (“3G1”); and its 58.9% owned subsidiary, Centerpoint Corporation (“Centerpoint”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Operating Segment:
The Company operates a single reportable segment: advanced waste treatment and resource recovery solutions for organic waste streams. While in the future the Company may pursue other segments—develop integrated livestock projects, implement CAFO retrofits, and exploit other opportunities to use its proprietary technology (as previously described)—at this time it is now focused entirely on bolt-on solutions for existing or planned biogas production facilities. The business is managed by the Chief Executive Officer who is the Chief Operating Decision Maker (“CODM”). The CODM evaluates segment performance based on the operating income (loss) for purposes of allocating resources and evaluating financial performance. The accounting policies of our single reportable segment are the same as those for the Company as a whole.
Cash and cash equivalents:
The Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash and cash equivalents. As of June 30, 2025 and June 30, 2024 there are
Property and equipment:
Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects such as consulting fees, internal salaries and benefits and interest. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value and is recognized as a loss from operations.
Patents:
The Company has elected to expense all costs and filing fees related to obtaining patents (resulting in no related asset being recognized in the Company’s consolidated balance sheets) because the Company believes such costs and fees are immaterial (in the context of the Company’s total costs/expenses) and have no direct relationship to the value of the Company’s patents.
The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values.
Derivative Financial Instruments:
Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.
Options:
The Company has issued options to employees and consultants under the 2006 Plan to purchase common shares of the Company. Options are valued on the grant date using the Black-Scholes option-pricing model. The expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected term of the stock options. The U.S. Treasury bill rate for the expected term of the stock options was utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding based upon management’s estimates.
| F-11 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Warrants:
The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.
Concentrations of credit risk:
The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts.
Noncontrolling interests:
In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance.
Fair value measurements:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 – assets and liabilities whose significant value drivers are unobservable.
| F-12 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions.
Lease Accounting:
The Company accounts for leases under ASC 842, Leases (“ASC 842”). Accordingly, the Company will determine whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.
For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.
Revenue Recognition:
The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of ASC 606 “Revenue from Contracts with Customers”.
Basic income (loss) per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share assumes the conversion, exercise, or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the income (loss) per share or increase the earnings per share. During the years ended June 30, 2025 and 2024, the basic and diluted income (loss) per share was the same, as the impact of potential dilutive common shares was anti-dilutive.
The following table represents the warrants and options (as if exercised) and convertible securities (as if converted) that have been excluded from the calculation of basic income (loss) per share:
| June 30, 2025 | June 30, 2024 | |||||||
| Warrants | ||||||||
| Options | ||||||||
| Convertible debt | ||||||||
| F-13 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
The following is a reconciliation of the denominators of the basic and diluted income (loss) per share computations for the years ended June 30, 2025 and 2024.
Year ended June 30, | Year ended June 30, | |||||||
| Shares issued – beginning of period | ||||||||
| Shares held by subsidiaries (Note 6) | ( | ) | ( | ) | ||||
| Shares outstanding – beginning of period | ||||||||
| Weighted average shares issued during the period | ||||||||
| Diluted weighted average shares – end of period | ||||||||
Use of estimates:
In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements:
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.
ASU 2023-07: Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, which amends Topic 280, Segment Reporting. The update is designed to improve financial reporting by requiring public entities to disclose more detailed and disaggregated information about their reportable segments.
Key changes introduced by ASU 2023-07 include the requirement for public entities to disclose significant expense categories for each reportable segment, applicable to expenses regularly provided to the chief operating decision maker (CODM). Entities with a single reportable segment must now provide all segment disclosures required by Topic 280. The expanded disclosures are required for both annual and interim periods. Entities may report multiple measures of segment profit or loss, as long as one aligns with U.S. GAAP. Additionally, the title and position of the CODM and an explanation of how the reported profit or loss measures are used must be disclosed.
ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments are applied retrospectively unless impractical, and prior-period segment information should be recast to conform to the new presentation.
The adoption of ASU 2023-07 primarily impacts the disclosures in the notes to the consolidated financial statements by requiring more detailed segment expense information. It does not affect the consolidated balance sheets, statements of operations, or statements of cash flows. The company adopted this guidance effective June 30, 2025.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Computers and office equipment | ||||||||
| Initial Project: construction in process | ||||||||
| Property and equipment, gross | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense was $
| F-14 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
The Company owes deferred
compensation to various employees, former employees and consultants totaling $
The sums owed to Bassani and
Smith are owed pursuant to extension agreements effective January 1, 2015, whereby unpaid compensation earned after January 1, 2015, accrues
interest at
O’Neill is owed a balance
of $
The Company owes deferred compensation
to Craig Scott of $
The Company also owes various
consultants and employees, pursuant to various agreements, for deferred compensation of $
Bassani and Smith have each
been granted the right to convert up to $
The Company recorded interest expense of $
| F-15 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
5. CONVERTIBLE NOTES PAYABLE:
Adjusted 2020 Convertible Obligations and Adjusted September 2015 Convertible Notes
Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long term convertible obligations (including most of the 2020 Convertible Obligations and September 2015 Convertible Notes --- see below) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $3.47 million, in aggregate while equitably maintaining existing conversion rights). The debt modification was treated as an equity transaction because the modifications were with affiliates that are related parties.
Mark A. Smith (the Company’s former
President)(“Smith”), Dominic Bassani (the Company’s former
Chief Operating Officer) (“Bassani”) (NOTE:
Dominic Bassani passed away on November 11, 2023 and is no longer an affiliate during the year ended June 30, 2025.) and Ed Schafer
(Director)(“Schafer”), adjusted/reduced the principal owed to them by $
As of June 30, 2025, the Adjusted 2020
Convertible Obligation balances, including accrued interest, owed Bassani (and his donees), Smith and Edward Schafer were $
As of June 30, 2025 the Adjusted September
2015 Convertible Notes balances, including accrued interest, owed Bassani Family Trusts and Schafer were $
On September 15, 2025, settlements were reached with Mr. Smith, Mr. Schafer, and the Bassani family, to surrender additional securities. Included in these agreements were provisions to cancel these convertible note obligations, effective on that date. For details on these settlement agreements, see Item 1, Note F above.
2020 Convertible Obligations
The 2020 Convertible Obligations (which combined/replaced prior convertible instruments dating to 2017 (or earlier), which accrue interest at either 4% per annum or 4% compounded quarterly and effective January 1, 2020 were due and payable on July 1, 2024. The 2020 Convertible Obligations (including accrued interest, plus all future deferred compensation added subsequently), are convertible, at the sole election of the holder, into Units consisting of one share of the Company’s common stock and one half to one warrant to purchase a share of the Company’s common stock, at a price of $0.50 per Unit until July 1, 2024. The maturity date of the notes has been extended to July 15, 2025. The original conversion price of $0.50 per Unit approximated the fair value of the Units at the date of the agreements; therefore, no beneficial conversion feature exists. Management evaluated the terms and conditions of the embedded conversion features based on the guidance of ASC 815-15 “Embedded Derivatives” to determine if there was an embedded derivative requiring bifurcation. An embedded derivative instrument (such as a conversion option embedded in the deferred compensation) must be bifurcated from its host instruments and accounted for separately as a derivative instrument only if the “risks and rewards” of the embedded derivative instrument are not “clearly and closely related” to the risks and rewards of the host instrument in which it is embedded. Management concluded that the embedded conversion feature of the deferred compensation was not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument, and because of the Company’s limited trading volume that indicates the feature is not readily convertible to cash in accordance with ASC 815-10, “Derivatives and Hedging”. Effective February 1, 2023, a large portion of the 2020 Convertible Obligations were adjusted as set forth herein. The maturity date of the notes has been extended to September 15, 2025.
| F-16 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Effective January 9, 2025, the Board of Directors amended the terms of the 2020 Adjusted Convertible Note owned by Ed Schafer, who retired from the Company’s Board of Directors on December 31, 2024. The maturity date of the 2020 Adjusted Convertible Note has been extended to September 15, 2025.
On September 15, 2025, a settlement was reached with Mr. Schafer to cancel the 2020 Adjusted Convertible Note, effective on that date. For details on the settlement agreement, see Item 1, Note F above.
As of June 30, 2025, the remaining unadjusted
portion of the 2020 Convertible Obligation balances, including accrued interest, owed Bassani Family Trusts and Smith were $
The Company recorded interest expense of $
Effective February 1, 2023, three (3) directors/officers of the Company agreed to adjust the provisions of long-term convertible obligations (including most of the 2020 Convertible Obligations and September 2015 Convertible Notes) owed to them by the Company in a manner which reduced the indebtedness of the Company by 80% (approximately $3.47 million, in aggregate) while equitably maintaining existing conversion rights. Because the modifications where with affiliates that are related parties, the debt modification was treated as an equity transaction. The Company recorded a deemed dividend for the reductions.
Smith, Bassani and Schafer, adjusted/reduced the principal owed to them by $1,109,649, $1,939,670 and $424,873, respectively. Subsequent to the adjustment, the adjusted portion of the 2020 Convertible Obligations were renamed Adjusted 2020 Convertible Obligations (see above and Note 8.).
September 2015 Convertible Notes
During the year ended June 30, 2016, the Company entered into September 2015 Convertible Notes with Bassani, Schafer and a Shareholder which replaced previously issued promissory notes. The September 2015 Convertible Notes bear interest at 4% per annum, have maturity dates of July 1, 2024, and may be converted at the sole election of the noteholders into restricted common shares of the Company at a conversion price of $0.60 per share. As the conversion price of $0.60 approximated the fair value of the common shares at the date of the September 2015 Convertible Notes, no beneficial conversion feature exists. The maturity date of the notes has been extended to September 15, 2025 for all note holders. On September 15, 2025 the maturity date for two of the 2015 Convertible Notes was extended to September 15, 2027.
Effective January 16, 2025, Mr. Schafer voluntarily surrendered 36,918 shares of common stock that would have been issued as the result of the conversion of his $4,246 Adjusted 2015 Convertible Note. The note was convertible at $0.115 per share.
As of June 30, 2025, the remaining
unadjusted portion of the 2015 Convertible Notes balances including accrued interest, were $
The Company recorded interest expense of $
On September 15, 2025, settlements were reached with Mr. Smith, Mr. Schafer, and the Bassani family to surrender additional securities. Included in these agreements were provisions to cancel these convertible note obligations, effective on that date. For details on these settlement agreements, see Item 1, Note F above.
| F-17 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Convertible Bridge Loan/Default
On September 28, 2023, the
Company entered into an agreement for a $
On May 10, 2024 the Company received $150,000 from affiliates of the Bridge Loan Lender on terms not yet finalized and included in an agreement. These funds were received in the context of negotiations/discussions regarding a potential larger investment by affiliates and/or associates of the Lender but no further funds were received and the larger transaction was never completed. The funds were used primarily to re-initiate operations at the Initial Project. The Company is currently involved in discussions with representatives of SEB in an effort to achieve a mutually satisfactory resolution.
The Company recorded interest expense of $
May 2024 Convertible Notes
During the year ended June
30, 2024, the Company entered into May 2024 Convertible Notes with five individuals. The May 2024 Convertible Notes bear interest at 6%
per annum, have maturity dates of
The balances of the May 2024
Convertible Notes including accrued interest owed is $
The Company recorded interest expense of $
2024 Secured Convertible Note
On October 22, 2024, Bion's Board of
Directors ratified an agreement with the Bion BLG, LLC, loan group, effective October 15, 2024, to purchase a Convertible Promissory
Note in the principal amount of up to $
Three Bion Directors (Schoener, Turk and Weets) are members of the loan group and together comprise 60% ownership of the loan group (each member owns 20%). The Note is secured by the Company's Intellectual Property (IP)/patents. The Note will convert into securities in the Company at the terms of a later capital raise (or other source of funding) in excess of $3.0 million, which must be completed within six (6) months.
| F-18 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
On July 24, 2025, the Company entered into a Forbearance
Agreement with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to
Effective October 15, 2024, the Company entered
into an Agreement with BLG, LLC, to purchase a Convertible Promissory Note in the principal amount of up to $
Effective May 29, 2025, the Company entered
into a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to
The balances of the 2024 Convertible Note Advances as of
June 30, 2025 including accrued interest owed is $
The Company recorded interest expense of $
November 2024 Convertible Notes
During the year ended June 30, 2025, the Company
entered into November 2024 Convertible Notes with twelve individuals. The November 2024 Convertible Notes bear interest at
The balances of the November 2024 Convertible Notes including
accrued interest owed is $
The Company recorded interest expense of $
February 2025 Convertible Notes
During the year ended June
30 2025, the Company entered into February 2025 Convertible Notes with seven individuals. The February 2025 Convertible Notes bear interest
at
The balances of the February
2025 Convertible Notes including accrued interest owed is $
May 2025 Notes
During the year ended June
30, 2025, the Company entered into May 2025 Convertible with two individuals. The May 2025 Convertible Notes bear interest at
The balances of the May 2025
Convertible Notes including accrued interest owed is $
| F-19 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
6. STOCKHOLDERS’ EQUITY:
Write down of carry value of Initial Project
Effective June 30, 2024, at the same time the
Initial Project was deemed placed in service, the Board of Directors determined that the capitalized carrying value of the Initial Project
on the Company balance sheet as of that date be reduced to $
“Give-back” Agreements to Additional Paid in Capital
Effective April 1, 2024 the Company entered into two material definitive agreements regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s largest shareholder (collectively “Bassani Family”)(see Exhibit 10.1)(“Bassani Family Agreement”), and b) Mark A. Smith, President of the Company and a director (see Exhibit 10.2)(“MAS Agreement”). The Bassani Family and Smith entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management is added to the Company’s management team. The “giveback” agreements were treated as equity transactions because the forfeitures were with affiliates that are related parties.
The Bassani Family agreed
to surrender not less than approximately 20% of its Company holdings (as of December 2023), which surrender would increase to approximately
30% based on certain financing performances. The Bassani Family elected to surrender deferred compensation of $
On January 18, 2025, under
the Bassani Family Agreement described above, Bion cancelled
MAS has agreed to surrender
approximately 30% of his Company holdings (as of December 2023). Immediately upon the effectiveness of the MAS Agreement, he cancelled
all Company options held by him (, in aggregate) and waived $
Subsequently, and effective June 27, 2024, the Board of Directors of the Company agreed to amend the terms of the agreements dated April 1, 2024. The amendments solely extend any dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant expiration dates), if any, that were earlier than January 15, 2025, to said date.
On January 9, 2025, the Company agreed to amend the terms of the agreements dated April 1, 2024 regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s largest shareholder (collectively “Bassani Family”)(see Form 8-K dated April 3, 2024, Exhibit 10.1)(“Bassani Family Agreement”), and b) Mark A. Smith, President of the Company and a director (“MAS”)(see Form 8-K dated April 3, 2024, Exhibit 10.2)(“MAS Agreement”). The Bassani Family and MAS entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management is added to the Company’s management team. The amendments solely extend any dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant expiration dates), if any, that were dated January 15, 2025, to April 15, 2025. No changes were made regarding any ‘give backs’ of securities of the Company.
On September 15, 2025, settlements were reached with Mr. Smith and the Bassani family, to surrender additional securities. Included in the Bassani family agreement was a provision to cancel their remaining 5% obligation under the giveback agreement. For details on this settlement agreements, see Item 1, Note F above.
Series B Preferred stock:
Since July 1, 2014, the Company had shares
of Series B redeemable convertible Preferred stock outstanding with a par value of $ per share, convertible at the option of
the holder at $ per share, with dividends accrued and payable at 2.5% per quarter. The Series B Preferred stock is mandatorily
redeemable at $ per share by the Company three years after issuance and accordingly was classified as a liability. The 200 shares
had reached their redemption date and the Company approved the redemption of the Series B preferred stock during the year ended June 30,
2022. The 200 shares of Series B redeemable convertible Preferred stock were redeemed for $
During the years ended June 30, 2025, and
2024, the Company declared dividends of nil
and nil respectively. The dividends are classified as a component of operations as the Series B Preferred stock is presented as a
liability in these consolidated financial statements. There is
| F-20 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Common stock:
Holders of common stock are entitled to one vote per share on all matters to be voted on by common stockholders. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share in all assets remaining after liabilities have been paid in full or set aside and the rights of any outstanding preferred stock have been satisfied. Common stock has no preemptive, redemption or conversion rights. The rights of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any outstanding series of preferred stock or any series of preferred stock the Company may designate in the future.
Centerpoint holds shares of the Company’s common stock. These shares of the Company’s common stock held by Centerpoint are for the benefit of its shareholders without any beneficial interest.
During the year ended June 30, 2025, shares of restricted
common stock were issued for consulting services valued at $
Warrants:
As of June 30, 2025, the Company
had approximately
The weighted-average exercise price for the outstanding warrants is $, and the weighted-average remaining contractual life as of June 30, 2025 is years.
On July 15, 2024 the Company
modified
On January 15, 2025 the Company
modified
On January 18, 2025, under
the Bassani Family Agreement described above, Bion cancelled
On April 15, 2025 the Company modified
On September 15, 2025, settlements were reached with Mr. Smith and the Bassani family, to surrender additional securities. Included in the Bassani family agreement was a provision to cancel their remaining 5% obligation under the giveback agreement. For details on this settlement agreements, see Item 1, Note F above.
| F-21 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Stock options:
On April 7, 2022 the Company’s shareholders approved the Bion Environmental Technologies, Inc. 2021 Equity Incentive Award Plan (the “Equity Plan”). The Equity Plan provides for the issuance of options (and/or other securities) to purchase up to shares of the Company’s common stock. The Equity Plan was adopted and ratified by Board of Directors on April 8, 2022. Terms of exercise and expiration of options/securities granted under the Equity Plan may be established at the discretion of the Board of Directors, but no option may be exercisable for more than ten years. No grants have been made pursuant to the Equity Plan as of the date of this report.
The Company’s 2006 Consolidated Incentive Plan, as amended during the year ended June 30, 2021 (the “2006 Plan”), provides for the issuance of options (and/or other securities) to purchase up to shares of the Company’s common stock. Terms of exercise and expiration of options/securities granted under the 2006 Plan may be established at the discretion of the Board of Directors, but no option may be exercisable for more than ten years. The 2006 Plan will be maintained to service grants already made thereunder (together with new grants, if any, to employees and consultants who already has received grants pursuant to its terms).
The Company recorded compensation expense related to employee stock options of $ and $() for the years ended June 30, 2025 and 2024, respectively. The Company granted nil and nil options for the years ended June 30, 2025 and 2024, respectively.
On July 15, 2024 the Company
modified
On September 15, 2025, a settlement was reached with Mr. Schafer to cancel the 2020 Adjusted Convertible Note and surrender options, effective on that date. For details on the settlement agreement, see Item 1, Note F above.
A summary of option activity under the 2006 Plan for years ended June 30, 2025 and 2024 is as follows:
| Options | Weighted-
Average Exercise Price | Weighted-
Average Remaining Contractual Life | Aggregate
Intrinsic Value | |||||||||||||||
| Outstanding at July 1, 2023 | ||||||||||||||||||
| Granted | ||||||||||||||||||
| Exercised | ) | |||||||||||||||||
| Forfeited | ) | |||||||||||||||||
| Expired | ) | |||||||||||||||||
| Outstanding at July 1, 2024 | $ | $ | ||||||||||||||||
| Granted | ||||||||||||||||||
| Exercised | ||||||||||||||||||
| Forfeited | ||||||||||||||||||
| Expired | ) | |||||||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||||||||
The total fair value of stock options that
vested during the years ended June 30, 2025 and 2024 was nil and $, respectively. As of June 30, 2025, the Company had
| F-22 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
7. SUBSCRIPTION RECEIVABLE - AFFILIATES:
As of June 30, 2025, the
Company has three interest bearing, secured promissory notes with an aggregate principal amount of $
As of June 30, 2025, the Company has an interest
bearing, secured promissory note for $
As of June 30, 2025, the
Company has an interest bearing, secured promissory note for $
As of June 30, 2025, the Company
has one interest bearing, secured promissory note with an aggregate principal amount of $
These secured promissory notes are recorded as “Subscription receivable—affiliates” on the Company’s balance sheet pending payment .
| F-23 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
8. COMMITMENTS AND CONTINGENCIES:
A: Employment/Consulting (and related) agreements:
Stephen Craig Scott (“Scott”)
was appointed interim CEO effective June 1, 2024. Scott had previously been working with the Company as an employee/consultant since
1993 in various positions including Director of Communications, SVP- Capital Markets and Head of Business Development. On October
25, 2023, Scott entered into an agreement with the Company which included provisions for a monthly salary of $
William O’Neill (“O’Neill”)
was hired as the Company’s Chief Executive Officer (“CEO”) effective May 1, 2022 and he elected not to complete his
contractual term and ended his service with the Company effective May 31, 2024. O’Neill had previously been working with the Company
as a consultant and had been employed by the Company as its CEO during 2010-2011. (Upon the hiring of O’Neill, Bassani, CEO of the
Company from 2011, assumed the position of COO while retaining existing operational management responsibilities and working with O’Neill
on ‘commercialization’ of the Company’s technology and work related to JVs (and other transactions) based on the Company’s
Gen3 Technology and related matters until his recent death. Bassani’s compensation arrangements with the Company were not altered
in the context of the change of positions.) The Company and O’Neill entered into a thirty- seven (37) month employment agreement
with compensation of $
Until his retirement on July
31, 2024, Smith held the positions of Director, President, Interim Chief Financial Officer and General Counsel of Company (and its subsidiaries)
under various agreements (and extensions) and terms since March 2003. On October 10, 2016, the Company approved a month-to-month contract
extension with Smith which included provisions for i) a monthly salary of $
From no later than March 31, 2005, the
Company had various agreements with Dominic Bassani (and/or Brightcap which provided his services during some of the years) (NOTE:
Dominic Bassani passed away on November 11, 2023.) who was serving as the Company’s Chief Operating Officer
(‘COO’) at the time of his passing and formerly served as the Company’s Chief Executive Officer
(‘CEO’) for the prior decade (any reference to Brightcap or Bassani for all purposes are referring to the same
individual). The Board appointed Bassani as the Company's CEO effective May 13, 2011. On February 10, 2015, the Company executed an
Extension Agreement with Bassani pursuant to which Bassani extended the term of his service to the Company to December 31, 2017
(with the Company having an option to extend the term an additional six months.) Pursuant to the Extension Agreement, Bassani
continued to defer his cash compensation ($
| F-24 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
Effective April 1, 2024 the Company entered into two material definitive agreements regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s largest shareholder (collectively “Bassani Family”)(“Bassani Family Agreement”), and b) Mark A. Smith, recently retired President of the Company and a director (“MAS”) (“MAS Agreement”), as described in multiple places herein.
B: Initial Project:
On January 28, 2022 Bion
Environmental Technologies, Inc. (‘Bion’), on behalf of Bion 3G1 LLC (‘3G1’), a wholly-owned subsidiary, entered
into a Purchase Order Agreement with Buflovak and Hebeler Process Solutions (collectively ‘Buflovak’) in the amount of $
Buflovak (a division of Hebeler
Process Solutions) has worked with the Company on design and testing of its 3G Tech over several years. The basic design for the Initial
Project’s ARS System, fabrication and delivery of equipment from Buflovak, and assembly/construction were completed in July 2023,
followed by system startup. Steady-state operations were achieved in September 2023, after which time we began optimization of the ARS
in preparation for providing final design for full-scale systems, as well as demonstrating its performance and economics for an independent
engineering report. Due to delays and interruptions in our ability to operate the system (as below), those efforts have continued to date.
We worked in concert with Integrated Engineering Services, the primary site engineering firm for the facility, on the integration of all
project components/modules at the Initial Project site during assembly/construction. Additional agreements were entered into with various
professional services providers (engineers, surveyors, utilities, etc.) for work related to the Initial Project. The Company has incurred
costs of $
Management previously believed
that the Initial Project had reached the point where it could be appropriately deemed ‘placed in service’ at January 1, 2024.
However, discussions with the key technical and engineering personnel involved at the Initial Project during the recently concluded quarter
convinced management that such a characterization was premature as some key modules had not yet been completed and/or fully tested. Additionally,
due to some recent equipment break-downs, the Initial Project was in maintenance mode at that time (and not conducting operations), while
the Company awaited required replacement parts and subsequent repairs. This process was slowed by the Company’s ongoing difficulties
in raising needed funds for its activities. The Company’s Board of Directors re-evaluated the classification/status of the Initial
Project as part of the Company’s annual review process and determined that the Initial Project had been ‘placed in service’
at the June 30, 2024, fiscal year end. Further, after extensive discussion, it was determined that the ‘carrying value’ of
the Initial Project on the Company balance sheet as of that date be reduced to $0 in order to conform to accepted accounting practices,
because the Initial Project was recently reclassified as largely a research & development facility and is located on land subject
to a short term lease (as described below in Item 2, Management’s Discussion and Analysis). As a result, a large ‘one time/non-recurring’
‘non-cash’ charge of $
C: Lease:
The Company entered into an agreement on September 23, 2021, to lease approximately four acres of land near Fair Oaks, Indiana, for the development site of its Initial Project. The lease ended December 31, 2024 and there is an agreement to extend month to month at the same rate.
The Company has not made consistent lease payments
since October 16, 2023 and has made no payments since February 24, 2025. The Company owes $
| F-25 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
D: Litigation (and related matters):
On April 16, 2025, the Company was served a summons by Hamstra Builders, Inc. (“Hamstra”) along with three other defendants: Bion Technologies, Inc. (“Biontech”), Bion 3G-1, LLC (“3G-1”), both entities of Bion Environmental Technologies, Inc., and North Prairie Holdings, LLC (‘NPHLLC”) the property lessor. The Hamstra suit is related to the Notice of Intent to file a Mechanic’s Lien, that was filed April 16, 2024, and has been disclosed in our public filings since that date. Bion has retained counsel in Indiana to represent the company in these actions. Hamstra is seeking to recover $1,494,513 in unpaid invoices related to the construction of Bion’s Ammonia Recovery System at Fair Oaks, Indiana. This sum includes $653,915 owed to Dilling Group, Inc., a subcontractor of Hamstra. Dilling filed suit to recover that amount on March 31, 2025, which was disclosed in Bion’s 8-K, dated April 7, 2025. These amounts are included in accounts payable and accrued expenses.
The Company currently is not involved in any other material litigation or similar events.
9. INCOME TAXES:
The reconciliation between the expected federal income tax benefit computed by applying the Federal statutory rate to loss before income taxes and the actual benefit for taxes on loss for the years ended June 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| Expected income tax benefit at statutory rate | $ | ( | ) | $ | ( | ) | ||
| State taxes, net of federal benefit | ( | ) | ( | ) | ||||
| Permanent differences and other | ||||||||
| Expiration of net operating allowances | ||||||||
| Change in valuation allowance | ) | |||||||
| Income tax benefit | $ | $ | ||||||
The Company has net operating loss carry-forwards (“NOLs”)
for tax purposes of approximately $
The utilization of the NOLs may be limited under Section 382 of the Internal Revenue Code.
The Company’s deferred tax assets for the years ended June 30, 2025 and 2024 are estimated as follows:
| 2025 | 2024 | |||||||
| NOL carryforwards (Federal and State) | $ | $ | ||||||
| Stock-based compensation | ||||||||
| Impairment | ||||||||
| Business interest | ||||||||
| Deferred compensation | ( | ) | ( | ) | ||||
| Capitalized research and development | ||||||||
| Gross deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The Company has provided a valuation allowance
of
10. 401(k) PLAN:
The Company has adopted the Bion Technologies, Inc. 401(k) Profit Sharing Plan and Trust (the “401(k) Plan”), a defined contribution retirement plan for the benefit of its employees. The 401(k) Plan is currently a salary deferral only plan and at this time the Company does not match employee contributions. The 401(k) is open to all employees over 21 years of age and no service requirement is necessary.
The Company discontinued the 401K plan as of July 7, 2025.
| F-26 |
BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2025 AND 2024 |
11. SUBSEQUENT EVENTS:
During August and September, the Company extended warrants with expiration dates of July 15, 2025 to August 15, 2025 and September 15, 2025.
On July 24, 2025, the Company entered into a Forbearance Agreement
with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to
Effective October 15, 2024, the Company entered
into an Agreement with BLG, LLC, to purchase a Convertible Promissory Note in the principal amount of up to $
Effective May 29, 2025, the Company entered
into a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to
During July 2025, the Company raised $
On August 11, 2025, the Company entered into
a demand note with
During August and September 2025, the Company
entered into July 2025 Convertible Notes with five individuals. The July 2025 Convertible Notes bear interest at
Effective September 15, 2025, pending formal
documentation and execution, two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic
Bassani, Bion’s former CEO), and three non-affiliates of the Company (Dominic Bassani’s spouse, Mark A. Smith, previously
a Director and President, and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’) have
each individually agreed to a settlement (“Settlement Agreements”) that will simplify Bion’s capital structure and substantially
reduce the number of Fully Diluted Shares. In consideration of the cancellation of various obligations and security instruments held by
the Holders, including without limitation deferred compensation, convertible notes, warrants, and options, the Holders (as a whole) will
receive, in aggregate, 8,101,746 shares of common stock. If all the instruments they forfeited had been converted or exercised, it could
have increased the
On September 15, 2025 the maturity date for two of the 2015 Convertible Notes was extended to September 15, 2027.
Effective September 26, 2025, Bob Weertz, a Bion Director, was placed on an indefinite leave of absence for personal reasons
F-27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder duly authorized.
| BION ENVIRONMENTAL TECHNOLOGIES, INC. | |
| Dated: September 29, 2025 | By: /s/ Stephen Craig Scott |
| Stephen Craig Scott Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| SIGNATURE | TITLE | DATE | ||
| /s/ Stephen Craig Scott | Chief Executive Officer | September 29, 2025 | ||
| Stephen Craig Scott | and Director | |||
| /s/ Jon Northrop | Secretary and Director | September 29, 2025 | ||
| Jon Northrop | ||||
| /s/ Stephen Posner | September 29, 2025 | |||
| Stephen Posner | Director | |||
| /s/ Greg Schoener | Director | September 29, 2025 | ||
| Greg Schoener | ||||
| /s/ Robert Weerts | Director | September 29, 2025 | ||
| Robert Weerts | ||||
| /s/ Salvatore Zizza | Director | September 29, 2025 | ||
| Salvatore Zizza |
55
FAQ
What patents and IP does BNET disclose?
How did the impairment affect BNET’s financial position?
What are the company’s near-term financing obligations and risks?
Does BNET face related-party or governance concerns?
Is BNET publicly tradable and liquid?
