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 24, 2024 (October 22, 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)

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

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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 1.01 Entry Into a Material Definitive Agreement.

Effective October 15, 2024 and ratified by the Board of Directors on October 22, 2024, the Company entered into an Agreement with BLG, LLC, to purchase a Convertible Promissory Note in the principal amount of up to $500,000. BLG, LLC, consists of three affiliates of the Company (Directors Greg Schoener (also Interim COO), Turk Stovall, and Bob Weerts) and two shareholders (one of whom is the brother of Greg Schoener).

Amounts outstanding under the Note will bear interest at a rate of 7.5% per annum. The maturity date of this Note is April 15, 2025. 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, and other terms as defined in the Note and Security Agreements (attached as exhibits).

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

Effective October 31, 2024, Bill Rupp (“BR”) will step down as a member of the Board of Directors of the Company but will continue in his role on the Company’s Advisory Board.

Item 7.01 Regulation FD Disclosure.

On October 24, 2024 , the Company issued a press release entitled “Bion Gives Progress Update” which press release has been placed on the Investors page of our website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Bion BLG, LLC Promissory Note
10.2		Security Agreement
99.1		Press Release titled “Bion Gives Progress Update”
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 24, 2024	Name:	Stephen Craig Scott Interim CEO

Exhibit 10.1

PROMISSORY NOTE

Up to $500,000.00

October 15, 2024

This PROMISSORY NOTE (“Note”) is executed as of the date set forth below, by BION ENVIRONMENTAL TECHNOLOGIES, INC., a Colorado corporation with an address of PO Box 323, Old Bethpage, NY 11804 (“Borrower”), in favor of BION BLG LLC, with an address of PO Box 31955, Billings, MT 59107 (“Lender”).

In consideration of the mutual covenants set forth in this Note, the parties to this Note agree as follows:

Promise to Pay. For value received, unless such debt obligation is converted under the provisions in Sections 5 and 6 of this Note, Borrower promises to pay to the order of Lender the principal sum of up to a maximum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00), or the balance of all principal advanced against this Note, together with interest accruing on the principal balance of this Note as provided below.

Rate of Interest. Amounts outstanding under this Note will bear interest at the simple rate of Seven and 50/100 Percent (7.50%) per annum. Interest shall accrue daily based upon the actual number of days elapsed from the date of each advance made by Lender, and interest shall accrue until the Note is paid in full. Interest will be computed on the basis of actual days elapsed on a three hundred sixty-five (365)-day year basis.

Maturity Date. The Maturity Date of this Note shall be April 15, 2025. The Maturity Date can be extended upon the approval of Lender, in Lender’s sole discretion.

Delivery/Use of Proceeds. On a weekly basis, Lender will transfer funds to Borrower in the amount approved for payment from the previous week’s payables schedule. Lender shall make advances through November 15, 2024 based upon payables reports from August 26 through November 11, 2024. No further advances will be made by Lender after November 15, 2024.

Borrower will account for the funds as received on a weekly basis and provide a record for Lender that can be used for tax and SEC purposes.

Funds from the Note shall be utilized for payment of expenses incurred in operations as provided in the 90-day payable report provided to Lender on or around August 26, 2024. Further, up to $100,000.00 of the principal balance of the Note may be used by Borrower to fund its legal fees in a defense of any action relating to the Fair Oaks, Indiana facility and improvements owned by Borrower.

Conversion. So long as no Event of Default has occurred under this Note or related agreements, Borrower may elect at any time to convert the outstanding balance of this Note into Securities of the Borrower on or after the date Borrower raises an additional $3,000,000.00 in funding, either through equity or debt investment from current or new investors; equity or debt investment by strategic partners; license agreements or payments, or a combination of similar fundraising methods. Borrower’s failure to raise an additional $3,000,000 by the Maturity Date will constitute a default under this Note.

The Note will convert into Securities of the Borrower at the terms of a subsequent capital Raise described above. If the Raise is a share price-based transaction (or converts into shares or Units), then Lender will receive, in addition to Units in the Raise, an extra warrant exercisable at 125% of the conversion share price, that will be exercisable until December 31, 2026. In the event the Borrower satisfies the funding requirements contained in this agreement in a Funding Event that is not a share price-based transaction, the Note will convert at the Borrower’s average closing share price for the five (5) trading days preceding the Funding Event. The exercise price of the warrants granted to Lender shall likewise be equal to 125% of Borrower’s average closing share price for the five (5) trading days preceding the Funding Event.

If the Raise includes an effective registration statement, Lender will receive ‘piggyback’ rights in that registration. In the absence of such registration, the Note and the Securities/Units into which the Note will convert (and the Shares and Warrants contained therein, and any shares of the Company’s common stock received by exercise of the Warrants) will be “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act. An appropriate legend conspicuously noting transfer restrictions applicable to the Securities/Units will be placed on the face of certificates representing such Units.

Conversion Procedures.

Upon conversion of this note into Securities, Borrower’s debt obligation under the Note shall cease, and Borrower shall deliver certificates representing the Securities to Lender upon delivery of written notice to Borrower specifying the name or names of the parties to which a certificate representing the Units shall are to be issued. Within three (3) business days of the delivery of written notice, Borrower shall order from its transfer agent shares to be delivered to Lender (or its nominees or assignees) the certificates evidencing the Securities. The conversion shall occur on the record date of the conversion, regardless of the date Borrower delivers the certificates to Lender.

Issuance and delivery of certificates for the Units upon conversion shall be made without charge to Lender for any issue or transfer tax, transfer agent fee, or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by Borrower. Borrower shall not be required to pay any tax that may be payable for any transfer involved in the registration of any certificates in a name other than Borrower or an affiliate or owner of Borrower.

Borrower shall make every reasonable effort to reserve and keep Securities available for the purpose of effecting the conversion of the Note and exercise of any warrants contained in the Securities.

Borrower is not required to issue fractions of Securities upon the conversion of the Note. Borrower, at its option, may purchase any fractional share for an amount in cash equal to the value of such fractional share, under the share price

Payments. Unless the Note is converted under Sections 5 and 6 above, Borrower shall make one payment of all outstanding and unpaid principal and interest on the Maturity Date. Any outstanding principal balance, together with accrued but unpaid interest and other charges, shall be due and payable upon the Maturity Date.

Place of Payment. All payments under this Note shall be made directly to Lender at Lender’s address designated above, or at such other address as may be designated from time to time by Lender in writing.

Application of Payments. In the absence of any default or Event of Default (and in the absence of any conversion of the Note), all payments made upon this Note shall be applied first to any charges or costs, then to accrued interest, and then to the unpaid principal balance. So long as any default or Event of Default exists, payments may be applied in any manner as Lender may elect in Lender’s sole discretion.

10.

Grace Period and Default Interest Rate. If the Loan is not repaid or converted by the Maturity Date, then it shall bear interest at the annual rate of twelve percent (12%) (“Default Rate”), and interest shall accrue from the original Maturity Date until payment is paid. Lender, at Lender’s discretion, may apply the Default Rate following any other Event of Default until such default is cured.

11.

Default. Time is of the essence of each and every provision of this Note. Each of the following shall constitute an “Event of Default” under this Note:

the failure of Borrower to pay in full any amount due on the Maturity Date that is not converted under the terms of this Note, including default interest and other applicable late charges.

the breach of any covenant, term, or condition of any (i) loan agreement or other instrument or document governing the terms of the indebtedness evidenced by this Note; (ii) security agreement, pledge agreement, mortgage, deed of trust or other instrument securing the indebtedness evidenced by this Note; (iii) guaranty, surety, or other instrument granted in connection with the indebtedness evidenced by this Note.

the sale by Borrower of any or all of the Collateral without payment to Lender of all amounts due under this Note, or such lesser amount if approved in writing by Lender prior to the sale.

the filing by Borrower of an assignment for the benefit of creditors, bankruptcy, or for relief under any provisions of the Bankruptcy Code, or Borrower suffering an involuntary petition in bankruptcy or receivership not vacated within sixty (60) days; or

The dissolution or other termination of a Borrower.

The failure of Borrower to secure funding of at least $3,000,000.00 by the Maturity Date.

12.

Collateral. This Note is secured by the following:

All Intellectual Property of the Borrower, specifically including (i) the issued U.S. Patents set forth in Exhibit A; (ii) any patent or patent application claiming priority thereto, including but not limited to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and any foreign counterparts thereto; (iii) all goodwill of the business connected with the use of, and symbolized by, each Patent and (iv) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “Patent Collateral”) of Grantor whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located (the “Collateral”). BLG agrees to share the Collateral pari passu with investors in the Subsequent Shareholder Offering, described below.

13.

Subsequent Shareholder Offering

Following the funding of this Note, BLG Lender acknowledges that Borrower will commence a private placement offering (“Subsequent Shareholder Offering”) of an investment instrument or similar investment under terms similar to those contained within this Note. Such offering shall be made available to Borrower’s existing investors who are accredited investors and i) other investors related to and/or affiliated with existing investors, ii) investors referred by the brokers/channels through which the existing investors were introduced to the Borrower, and iii) strategic investors/industry partners with whom the Borrower has had discussions over the preceding five years, who are accredited investors at the time of the Subsequent Shareholder Offering. Additionally, Borrower may elect to extend the Subsequent Shareholder Offering to creditors of the Borrower. The Subsequent Shareholder Offering will convert into Securities of the Borrower on terms similar to this Note except that in the event of conversion into units of the Borrower’s securities, the Lender shall receive an additional warrant in each unit. BLG agrees to share the Collateral with the Subsequent Shareholder Offering investors on a pro rata basis.

Proceeds from the Subsequent Shareholder Offering will be applied to the Borrower’s $3,000,000 funding requirement in this agreement.

14.

Right to Accelerate. Upon the occurrence of any Event of Default, Lender may declare the entire unpaid principal balance and all unpaid interest immediately due and payable without prior notice or demand.

15.

Waivers of Demand, Etc. Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, or enforcement of this Note. Borrower agrees that Lender’s acceptance of one or more partial payments after acceleration of the maturity of this Note will not constitute a waiver of such acceleration, regardless of any contrary notice or statement of condition which may accompany any partial payment.

16.

Attorneys’ Fees; Costs of Collection. The Lender of this Note shall be entitled to recover from Borrower, reasonable attorneys’ fees and costs, as well as other costs and expenses, including court costs, incurred by reason of default or incurred in the collection of amounts due under this Note, whether incurred with or without legal action.

17.

No Usury Payable. In no event shall the interest paid, or agreed to be paid, to Lender under this Note, exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision of this Note or of any other agreement between Borrower and Lender exceeds the maximum interest rate prescribed by law, then the obligation to be performed or fulfilled shall be reduced to comply with applicable law. If Lender should ever receive as interest an amount which would exceed the highest lawful rate, the amount which would be excessive interest shall be applied to reduce the principal balance owing under the Note and not to the payment of interest.

18.

Joint and Several Liability. All obligations of Borrower under this Note are joint and several where Borrower consists of more than one individual or entity. Further, a default by any individual Borrower shall constitute an event of default by Borrower under this Note.

19.

Severability of Provisions. If any provision of this Note is invalid or unenforceable, then only that provision shall be ineffective, and the remainder of this Note, the application of the provision to other persons, entities or circumstances, and any other instrument referred to in this Note shall not be affected.

20.

Assignment. Lender shall have the right to assign or participate, in whole or in part, this Note, and any other instrument or document evidencing, securing, or governing the terms of the indebtedness evidenced by this Note, and all of the provisions shall continue to apply.

21.

Notices. Any notice to be given under this Note shall be in writing and shall either be served upon a party personally, or served by registered or certified mail, return receipt requested, directed to the party to be served at its address set forth above. Notice shall complete when served, if served personally; or when deposited in the United States mail, postage prepaid, if served by registered or certified mail. A party wishing to change its designated address shall do so by notice in writing to the other party.

22.

Amendment; Waiver. This Note may not be modified, amended, waived, extended, changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, or termination is sought. No release of any security or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or any security agreement, pledge agreement, mortgage, deed of trust or other instrument securing the indebtedness evidenced by this Note made by agreement between Lender and any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other party who may become liable for the payment of all or any part of the amount due under this Note, any security agreement, pledge agreement, mortgage, deed of trust or other instrument securing the indebtedness evidenced by this Note. Waiver by Lender of any default by Borrower shall not constitute a waiver by Lender of a subsequent default. Failure by Lender to exercise any right, power, or privilege which Lender may have by reason of a default by Borrower shall not preclude the exercise of such right, power, or privilege so long as such default remains uncured or if a subsequent default occurs.

23.

Governing Law and Construction. Regardless of the place of its execution, this Note shall be construed and enforced in accordance with the laws of the State of Colorado. The captions to the sections and paragraphs in this Note are for convenience only and shall not be considered in interpreting the provisions.

DATED effective as of the 15th day of October, 2024.

BORROWER

BION ENVIRONMENTAL TECHNOLOGIES, INC.

a Colorado Corporation

Printed Name: S. Craig Scott

Its: CEO;

Exhibit 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (“Agreement”) is made as of October 15, by and between BION ENVIRONMENTAL TECHNOLOGIES, INC., a Colorado corporation with an address of PO Box 323, Old Bethpage, NY 11804 (“Grantor”), in favor of BION BLG LLC, a Montana limited liability company with an address of PO Box 31955, Billings, MT 59107 (“Secured Party”).

For valuable consideration, IT IS AGREED:

1. Security Interest. For value received, to secure the payment of up to Five Hundred Thousand and no/100 Dollars ($500,000.00) and the performance of the obligations under this Agreement, the Promissory Note, and any other loan documents executed contemporaneously with this Agreement, Grantor grants Secured Party a security interest in the following:

General Intangibles consisting of Intellectual Property, specifically including (i) the issued U.S. Patents set forth in Exhibit A; (ii) any patent or patent application claiming priority thereto, including but not limited to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and any foreign counterparts thereto; (iii) all goodwill of the business connected with the use of, and symbolized by, each Patent and (iv) all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “Patent Collateral”) of Grantor whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located (the “Collateral”).

The obligations secured include any payment of attorneys’ fees and other expenses incurred by Secured Party to enforce or collect any obligation secured by this Agreement.

In addition to the security interest granted above, Collateral includes all the following, whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located:

a. All products and proceeds of any of the property described in this Collateral section.

b. All accounts, contract rights, rents, monies, payments, and all other rights arising out of a sale, lease, or other disposition of the Collateral.

c. All records and data relating to the Collateral, together with all of Grantor’s right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.

2. Secured Party Covenants. Secured Party warrants and covenants to Grantor as follows:

a. If necessary, Secured Party agrees to share the priority of its Security Interest pari passu with investors from the Subsequent Shareholder Offering on a pro rata basis, as described in the Promissory Note, (13. Subsequent Shareholder Offering).

3. Grantor’s Covenants. Grantor warrants and covenants to Secured Party as follows:

a. Organization. Grantor is duly organized, validly existing, and in good standing under the laws of the State of Colorado and is authorized to do business in all states in which it conducts business. Grantor shall not change the state of its organization or location. Grantor shall maintain in good standing as a public entity with all applicable governing authorities while obligations to Secured Party are outstanding.

b. Name. Grantor warrants and confirms that its exact registered or legal name is as indicated within this Agreement. Grantor shall notify Secured Party in writing thirty (30) days prior to any name change.

c. Authorization. The execution, delivery, and performance of this Agreement by Grantor has been duly authorized by all necessary action by Grantor and does not conflict with, result in a violation of, or constitute a default under (i) any provision of its articles of organization, operating agreement, or any agreement or other instrument binding upon Grantor or (ii) any law, governmental regulation, court decree, or order applicable to Grantor.

d. Perfection of Security Interest. Grantor authorizes Secured Party and agrees to take whatever actions are reasonably requested by Secured Party to perfect and continue Secured Party’s security interest in the Collateral. Secured Party’s secured interest shall be valid and enforceable until all obligations of Grantor to Secured Party are satisfied and repaid.

e. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation, bylaws, or other organizational documents do not prohibit any term or condition of this Agreement.

f. Transactions Involving Collateral. Except with the Secured Party’s written consent, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral.

g. Title. Grantor represents and warrants to Secured Party that it holds good and marketable title to the Collateral, free and clear of all liens, licenses or other encumbrances except for the lien of this Agreement and those rights granted to Morton Orenlicher and Mark M. Simon in the Agreement for Transfer of Title and Ownership between Grantor and such parties dated on or around June 12, 2017. Except as permitted by Secured Party, no person other than Grantor has control or possession of any part of the Collateral.

h. Maintenance and Inspection of Collateral. Grantor shall pay all fees and other costs to ensure the maintenance and continued enforceability of the Patent Collateral. Secured Party and its designated representatives and agents shall have the right at all reasonable times to examine, inspect, and audit the documents in Grantor’s possession relating to the Collateral wherever located.

i. Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments, and liens, if any, upon the Collateral, its use or operation, during the time this Agreement is outstanding.

j. Restrictions and Loan Conditions. Grantor will comply in all respects with each of the following requirements until the loan and all obligations under the Promissory Note and this Agreement have been fully paid and satisfied:

i. Grantor shall not sell, transfer, license, assign, or otherwise convey any interest in the Patent Collateral.

ii. Grantor shall raise $3,000,000.00 within six (6) months of the date of this Agreement, either through direct investment from current or new investors; investment by strategic partners; by license agreement or similar payment; or by a combination of fundraising methods. Secured Party agrees to reasonably facilitate requests for modification by Grantor that are consistent with this Agreement. Grantor’s failure to obtain such funding shall be a default under this Agreement and the Note.

4. Events of Default. Each of the following shall constitute an Event of Default under this Agreement.

a. Loan Defaults. Grantor defaults on any of the representations, warranties, covenants, obligations, or indemnity obligations under the Promissory Note, this Agreement, or related documents or agreements between Grantor and Secured Party.

b. Insolvency. The dissolution or termination of Grantor’s existence as a going business, a declaration of insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.

c. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral or any other collateral securing the Obligations.

5. Rights and Remedies on Default. At any time following an Event of Default, Secured Party shall have all the rights of a secured party under Colorado law and equity. In addition, and without limitation, Secured Party may exercise any one or more of the following rights and remedies:

a. Assemble Collateral. Secured Party may require Grantor to deliver to Secured Party the Collateral and any and all certificates of title and other documents relating to the Collateral. Secured Party may require Grantor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party. Secured Party also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Secured Party may take such other goods, provided that Secured Party makes reasonable efforts to return them to Grantor after repossession.

b. Assignment of Patent Collateral to Secured Party. In accordance with this Section, Grantor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Secured Party to prosecute, register, perfect, record or enforce its rights in the Patent Collateral.

c. Sell the Collateral. Secured Party shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own name or that of Grantor. Secured Party may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Grantor reasonable notice of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition.

d. Other Rights and Remedies. Secured Party shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Secured Party shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

e. Cumulative Rights and Remedies. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Secured Party’s right to declare a default and to exercise its remedies.

6. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Agreement:

a. Amendments. This Agreement, together with the Promissory Note and other loan documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

b. Applicable Law; Severability. This Agreement has been delivered to Secured Party and accepted by Secured Party in the State of Montana and shall be governed by and construed in accordance with the laws of the State of Montana. The invalidity of any provision will not and shall not affect the validity of any other provision. In the event that any provision is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect as if they had been executed by all parties subsequent to the removal of the invalid provision.

c. Assignment. Secured Party shall have the right to assign its rights under this Agreement. Following any assignment, all of the provisions in this Agreement shall continue to apply without impacting or affecting the rights and obligations of the parties in this Agreement.

d. Attorney Fees; Expenses. Grantor agrees to pay upon demand all of Secured Party’s costs and expenses, including attorney fees and Secured Party’s legal expenses, incurred in connection with the enforcement of this Agreement, including any legal proceeding brought to foreclose or otherwise realize upon the Collateral.

e. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

f. Notices. All notices required to be given under this Agreement shall be given in writing and shall be effective when hand delivered or when deposited with a nationally recognized overnight courier or deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. To the extent permitted by applicable law, if there is more than one Grantor, notice to any Grantor will constitute notice to all Grantors. For notice purposes, Grantor agrees to keep Secured Party informed at all times of Grantor’s current address(es).

g. Successor Interests. Subject to the limitations set forth above on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

h. Waiver. Secured Party does not waive any rights under this Agreement unless such waiver is given in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver by Secured Party of a provision of this Agreement shall not prejudice or constitute a waiver of Secured Party’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Secured Party, nor any course of dealing between Secured Party and Grantor, shall constitute a waiver of any of Secured Party’s rights or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Secured Party is required under this Agreement, the granting of such consent by Secured Party in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Secured Party.

i. Electronic Signatures and Counterparts. A copy of this Agreement transmitted by authenticated electronic signature or by email containing the signature of any party shall be accepted as the original and shall be binding upon the signing party to the same extent as would a copy of this Agreement containing the party’s original signature. Upon request of a party, a party signing and delivering this Agreement by e-mail shall deliver to the requesting party a copy of this Agreement containing the signing party’s original signature. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same document.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS.

GRANTOR	SECURED PARTY

BION ENVIRONMENTAL TECHNOLOGIES, INC.	BION BLG LLC
a Colorado corporation	a Montana limited liability company


By: S. Craig Scott Its: CEO	By: Its:

Exhibit A – Patent Collateral

Patent	Filing Date	Registration Number	Country
Method for Treating Nitrogen in Waste Streams	October 16, 2012	US 8,287,734 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	January 2, 2024	US 11,858,823 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	February 22, 2022	US 11,254,581 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	October 6, 2020	US 10,793,458 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	March 31, 2020	US 10,604,432 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	October 23, 2018	US 10,106,447 B2	USA
Process to Recover Ammonium Bicarbonate from Wastewater	August 5, 2024	U.S. Appl. No. 18/794,847	USA
Methods For Recovering Ammonium Compounds From A Waste Stream	July 8, 2024	U.S. Prov. Appl. No. 63/668,589	USA

Exhibit 99.1

Bion Gives Progress Update

October 24, 2024. Billings, Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock/organic waste treatment technology and sustainable livestock production, gave the following update:

Funding The Board of Directors has ratified the note and security agreements with BLG, LLC, that were previously announced in August. The note, up to $500,000, will be converted at a price to be determined at a later date by an offering or other funding as described in the note. The note is secured by the company’s intellectual property in the event the company is unable to complete such an offering or funding. The note and security agreements are included as exhibits to the Form 8-K that will be filed later today.

BLG, LLC, was formed to provide short-term funding for Bion. It includes Bion Directors, Turk Stovall, Bob Weerts, and Greg Schoener, and two others, as noted in Bion’s Form 10-K for the year ended June 30, 2024. BLG began advancing funds to Bion in August, enabling the company to maintain operations, move forward with final optimization at Fair Oaks and obtain an independent engineering report on the ARS platform, and continue planning and predevelopment work on the Stovall Ranching Cos/Yellowstone Cattle Feeders project.

As was stated on the Shareholder Call held October 9, a note with similar terms will shortly be made available to Bion’s previous private placement and other accredited investors.

Technology The operations of the Ammonia Recovery System (ARS) at Fair Oaks have continued to meet or exceed expectations. A final run is anticipated in the next two weeks that should complete the data requirements for an independent engineering report that is being prepared by Hebeler Process Solutions/Buflovak.

Part of initial and ongoing OMRI Listing requirements for Bion’s 10-0-0 liquid nitrogen fertilizer are audits and inspections to ensure compliance with OMRI standards. The Fair Oaks facility passed both its initial audit during the listing process, as well as a recent spot inspection.

A preliminary evaluation of the Carbon Intensity (CI) of the OMRI Listed fertilizer was recently conducted that indicates its CI score is 96% lower than the urea (UAN) baseline. The CI score will improve further when the production process is modeled using energy produced onsite with solar and biogas, as is expected. We intend to conduct an independent CI evaluation of the fertilizer and comprehensive Life Cycle Analysis (LCA) of the system.

Bion continues to evaluate the ARS as a standalone ammonia control solution for biogas production at livestock facilities, as well as industrial applications.

Stovall/YCF Project Bion and Stovall/YCF are working with several stakeholders in biogas/RNG infrastructure, development, and production; design/process engineering; facility design and construction; and others, as we continue planning and predevelopment work on the Yellowstone Cattle Feeders project. Financial models and strategies specific to the Stovall/YCF opportunity and its Shepherd, Montana location are nearing completion. Next steps will include initial project financing, establishing partnerships, design and engineering, and construction. Our goal is to begin construction by December 31, 2024.

SH Call The Zoom cloud recording of the Shareholder Call held on October 9 was corrupted and unusable. On our website’s homepage, are links to the presentation used during the call, along with an external audio recording that was made.

Craig Scott, Bion’s interim CEO, stated, “We are moving forward with the Stovall/YCF project. After years of models and piloting, followed by optimization and demonstration at Fair Oaks, we are eager to deploy our core ARS technology and the Gen3Tech platform it supports at full commercial scale. With the growing focus on clean air and clean water concerns, renewable energy and circular agriculture solutions, and the continuing trend in consumer demand for improved sustainability, we think our proven technology puts us over a very large target.”

_______________________________

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 ‘think’, ‘will (be)’, ‘to (be)’ 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, CEO

(406) 281-8178 direct

Cover	Oct. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 22, 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