Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2024

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant as Specified in its Charter

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

9 East Park Court

Old Bethpage, New York 11804

Address of Principal Executive Offices, Including Zip Code

516-586-5643

Registrant's Telephone Number, Including Area Code

Not applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

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

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

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

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

Emerging growth company ¨

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

Item 7.01 Regulation FD Disclosure.

On October 1, 2024, the Company issued a press release entitled “Bion Gives Update; Announces Shareholder Call” which press release has been placed on the Investors page of our website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release titled “Bion Gives Update; Announces Shareholder Call” (dated October 1, 2024)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BION ENVIRONMENTAL TECHNOLOGIES, INC.


	By:	/s/ Stephen Craig Scott
Date: October 1, 2024	Name:	Stephen Craig Scott Interim CEO

EXHIBIT 99.1

Bion Gives Update; Announces Shareholder Call

October 1, 2024. Billings, Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock/organic waste treatment technology and sustainable livestock production, gave a short update and announced a shareholder call with management, set for October 9, 2024.

Shareholder Call:	7:00PM ET, October 9, 2024
	Zoom Link (will also be on Bion’s website on the day of the call, along with dial-in instructions):

https://us06web.zoom.us/j/87240760876?pwd=bbmzcWoOxKOn5SOKvUuC1fNzkSk5IG.1

Bion is finalizing testing and data runs at our Ammonia Recovery System (ARS) demonstration facility at Fair Oaks, Indiana. Final economic optimization is being completed, we are acquiring data for a third-party engineering report, and we are preparing for final design of the full commercial scale ARS for the Stovall-Bion JV. We anticipate completion of this phase in this quarter.

The Company has received funding from the loan group previously announced (and disclosed in our recently filed Form 10-K for the fiscal year ended June 30, 2024), although a formal agreement has not been ratified at this time, due to some technical issues related to Bion’s patents. Those issues have been resolved and we expect to have a formal agreement by mid-next week. Details of the secured convertible note will be announced in a Form 8-K, to be filed at that time, but have already been agreed to in principle by Bion’s Board of Directors.

We are in the pre-development phase of the Stovall-Bion project. With the Shepherd, Montana, location known, we are now working to put critical strategic partnerships in place and conducting infrastructure planning, soliciting bids/proposals, etc. Our goal is to begin construction by December 31, 2024.

Craig Scott, Bion’s interim CEO, stated, “Our 10-K/Annual Report reads like you’d expect, considering the delays, management setbacks, and financial challenges we’ve faced over the last two years. To deal with these issues, in the last few months we have regrouped and installed a new core leadership team that is very optimistic about our opportunities and has a strong vested interest in our success.

Despite the challenges we face, there is a very bright spot among them: the ARS technology’s performance at Fair Oaks has exceeded our expectations. Further, with the January patent that extended our patent coverage into the industrial and municipal wastewater sectors, we believe our opportunities are significantly greater than before, with both the Stovall-Bion beef project, as well as the potential for standalone ARS systems to provide ammonia control solutions for biogas producers.”

_______________________________

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

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

Contact Information:

Craig Scott

Interim CEO

(406) 281-8178 direct

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	000-19333
Entity Registrant Name	BION ENVIRONMENTAL TECHNOLOGIES, INC.
Entity Central Index Key	0000875729
Entity Tax Identification Number	84-1176672
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	9 East Park Court
Entity Address, City or Town	Old Bethpage
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11804
City Area Code	516
Local Phone Number	586-5643
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false