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
April 23, 2021
Date of Report (date of earliest event reported)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant as Specified in its Charter
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Colorado
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000-19333
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84-1176672
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State or Other Jurisdiction of Incorporation
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Commission File Number
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IRS Employer Identification Number
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PO Box 323
Old Bethpage, New York 11804
Address of Principal Executive Offices, Including Zip
Code
516-586-5643
Registrant's Telephone Number, Including Area Code
Not applicable
Former name or former address, if changed since last
report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE.
A: On April 30, 2021, the Company has placed on the Investor page of the
Company's website a press
Release titled
“Bion Announces Letter of Intent for Commercial-Scale Third Generation Project” (dated April 30, 2021).
B: On April 23, 2021, the Company placed on its website a Shareholder Alert
titled “Wendy’s Pledge to Set Science-Based Targets”.
ITEM 8.01 OTHER EVENTS
On
April 27, 2021 the Company’s executed a letter of intent (‘LOI’) with Lamb Farms,
Inc., Oakfield, New York regarding development and construction of a 3G Tech Bion System to treat the waste from its approximately 2000
dairy cows and from up to 250 head of beef cattle (current estimate) to be housed in barns constructed by the Company. If the transaction
set forth in the LOI proceeds to a definitive agreement and is followed by construction of the intended facilities (commencing during
the upcoming fiscal year), this will be Bion’s initial 3G Tech System and will serve to demonstrate at commercial scale the capabilities
of our 3G Tech and technology platform and provide proof of concept with regard to the potential ‘beef opportunity’ created
by our technology and business model (See Exhibit 10.1).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial
Statements of Businesses Acquired
Not Applicable.
(b) Pro Forma
Financial Information
Not Applicable.
(c) Shell
Company Transactions
Not Applicable.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BION ENVIRONMENTAL TECHNOLOGIES, INC.
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Date: May 3, 2021
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By: /s/ Mark A. Smith
Mark A. Smith, President
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Exhibit 10.1
Letter
of Intent
CONFIDENTIAL
April
22, 2021
BY
ELECTRONIC MAIL
Bion
Environmental Technologies, Inc.
PO
Box 323
Old
Bethpage, NY 11804
Dear
Mr. Lamb,
On
behalf of Bion Environmental Technologies, Inc. (‘Bion’), I am pleased to submit a Letter of Intent (‘LOI’) to
design/develop/construct/operate a Bion 3G Tech livestock waste treatment System (‘System’) together with a covered beef
cattle facility sufficient in size to house 50-250 head of cattle (‘Beef Facility’)(System and Beef Facility are collectively
the ‘Bion Project’) at Lamb Farms, Inc. (‘LFI’) in Oakfield, NY.
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1.
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The
System will be designed to accept and treat the digestate from the Anaerobic Digester (‘AD’)
at LFI, concentrate and harvest nutrients, and deposit residual nutrients and organic material
as final effluent to the existing waste treatment lagoons and the Beef Facility will be designed
to house up to 250 head of beef cattle and to daily collect the manure for trucking, deposit
and treatment in the AD and the System. Subject to execution of a Definitive Agreement (‘DA’)
between LFI and a Bion wholly owned single purpose subsidiary (to be formed) (‘LLC’),
the DA will include and provide without limitation the following items:
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a.
LLC will construct and operate the System and Beef Facility at its sole cost.
b.
Bion will design the System to treat between 25,000 - 100,000 gallons of screw press screened digestate per day.
c.
Bion will provide LFI with the approximate footprint of the System and the Beef Facility on or before June 15, 2021 and LFI and Bion
will agree upon an appropriate sites for the System (‘System Site’) and the Beef Facility (‘Beef Site’)(System
Site and Beef Site shall collectively be the ‘Sites’) on or before June 30, 2021; which Sites shall be subject to a lease
by LFI to LLC (‘Lease’).
d.
Lease shall provide for:
i)
Payment of the aggregate sum of $100,000 as site rent, payable as follows for the first year:
A)
$50,000 upon execution of the DA and Lease (anticipated to be executed within approximately 60 days);
B)
$50,000 payable on the date on which final regulatory and permitting approved drawings are in place to allow Bion to commence construction
of its System,
C)
With rent for subsequent years being $48,000 per year payable in equal quarterly payments.
D)
Additional compensation to LFI for feeding and waste handling operation of the Beef Facility to be determined prior to execution of the
DA and shall be set forth in DA or a separate Operating Agreement related to the Beef Facility (referenced at paragraph 2e below).
ii)
necessary easements, utility connections, etc.,
iii)
termination upon final termination of Bion Project operations,
iv)
discharge from the System of its liquid effluent including the nutrients, salts and minerals to LFI’s existing lagoons,
v)
together with standard Lease terms and numerous additional items to be agreed upon prior to execution of the DA.
e.
Bion/LLC shall have sole ownership of any and all N fertilizer by-products recovered/harvested by the System from processed digestate
(‘Recovered N’). No later than 45 days after the end of each calendar quarter, Bion shall provide LFI with a quarterly accounting
of the amount of Recovered N together with a cash sum sufficient to purchase commercial N fertilizer to offset/replace the Recovered
N for use by LFI in its farming operations.
f.
Bion/LLC shall have sole ownership of any and all data generated from the operation of the System.
g.
LFI will retain ownership of all liquid system discharge from Bion process. Such discharge will be deposited in existing LFI lagoons.
h.
LFI will have no financial responsibility for the financing or operations of the Bion Project.
i.
Should the selected System Site occupy LFI’s current mortality processing site, Bion/LLC will reimburse LFI for the cost of removing
mortalities by 3rd party, which cost shall not to exceed $12,500 annually.
j.
Should the completed Bion Project end or should Bion/LLC and LFI agree to terminate the completed Bion Project, all buildings and utility
infrastructure installed as part of or in connection with the Bion Project will revert to ownership by LFI.
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2.
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Interim
Requirements. Commencing immediately after execution of this LOI, LFI and Bion/LLC shall
cooperate to answer all interim questions that arise including, without limitation, questions
related to the following items:
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a.
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Bion/LLC
requirements related to natural gas, electrical and water facilities to supply the System
and Beef Facility (with assistance from LFI) at Bion’s cost.
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b.
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Provisions
re an agreement with LFI and its partners re AD biogas gas cleaning and upgrading system
for CO2 discharge to be connected to the System. Bion will need to know specs for the biogas
cleaning and upgrading system CO2 discharge and commitment to provide long term. LFI will
fully support and assist with finalizing agreement with Brightmark to secure waste CO2 discharge
supply to the System.
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c.
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LFI
will assist and cooperate with Bion re meetings with local and NY state officials related
to any permitting, approvals, financing, etc. required to construct and/or operate the Bion
Project.
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d.
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LFI
will assist and cooperate with Bion regarding other matters needed to get to execution of
the DA and construction of the Bion Project.
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e.
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LFI
and Bion/LLC shall seek to come to agreement related to the Beef Facility (a 50 – 250
head beef cattle finishing building/operation) to be operated by LFI in conjunction with
the Bion Project (including System) operation. All costs associated with the modification,
construction, transfer of manure to the AD, and operation of the Beef Facility will be the
sole responsibility of Bion/LLC, subject to the terms of the Operating Agreement between
LLC and LFI with regard to such Beef Facility.
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3.
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LFI
and Bion/LLC will seek to:
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a.
execute DA on or before July 15, 2021
b.
reach System and Beef Facility operation in 1st quarter of 2022.
4.
Confidentiality. LFI acknowledges that Bion is an SEC registered, public company, and will be required to provide certain public
disclosure regarding this LOI, the DA and the Bion Project.
5.
Termination. This LOI will automatically terminate upon the earlier of (i) execution of the DA, (ii) mutual agreement of the parties
or (iii) July 31, 2021. This LOI may be extended by mutual written consent.
6. Non-Binding
Commitment. LOI is not intended, and shall not be deemed, to create any binding obligation on the part of parties hereto and/or,
any of its affiliates, to engage in any transactions or to continue its consideration of any such transaction other than the commitment
to proceed in good faith to negotiate the terms of DA. Neither of the parties shall be bound in any way in connection with this letter
unless and until the parties execute a DA, and then shall be bound only in accordance with the terms of such agreement.
7.
Expenses. The parties shall each be responsible for their own fees and expenses incurred related to the matters set forth herein
including but not limited to legal, accounting and investment fees and related expenses.
8.
Governing Law and Jurisdiction. This letter and following DA shall be governed by and construed in accordance with the laws of the
State of Colorado.
If
you are in agreement with the terms set forth above, please sign this letter and return an executed copy to my attention.
Yours
truly,
Bion
Environmental Technologies, Inc.
By:
/s/ Mark A. Smith
Mark
A. Smith, President
AGREED
AND ACCEPTED as of the following date:
By:
/s/Matt Lamb
Lamb
Farms, Inc.
Date:
April 27, 2021
Exhibit 99.1
Bion
Announces Letter of Intent for Commercial-Scale Third Generation Project
April
30, 2021. New York. New York. Bion Environmental Technologies, Inc. (OTC QB: BNET), a developer of patented livestock waste treatment
technology coupled with a business model focused on the production of branded sustainable meat and dairy products, announced it has executed
a Letter of Intent (LOI) with Lamb Farms, Inc.,
a large dairy operator in upstate New York.
The
LOI is expected to lead to an agreement within 60 to 90 days to develop a Bion third generation (3G) treatment platform at Lamb Farms’
Oakfield, NY, dairy facility. The project will initially treat the waste from the 2,000-head milking herd at that location. Lamb Farms
is already a leader in advanced husbandry and sustainability; the Oakfield site has an anaerobic digester in place that will significantly
speed up the timeline for system installation and startup. It is also one of a select number of facilities in the country that currently
upgrades its methane to pipeline condition, allowing clean carbon dioxide to be recycled from the biogas waste stream to produce ammonium
bicarbonate.
The
Oakfield, NY, location is approximately 30 miles from Buflovak,
Bion’s prime engineering/ technology provider, so that any challenges associated with scaling up the platform can be conveniently
and quickly dealt with. The established herd at Oakfield, with a digester in place, will allow Bion to install the platform relatively
quickly and jumpstart production of ammonium bicarbonate for growth trials.
As
a part of this project, a demonstration ‘beef barn’ would be constructed on-site that houses and produces a mix of sustainable
and sustainable/ organic beef cattle. The beef installation will allow Bion to demonstrate proof of concept of its beef opportunity,
while also pursuing certification of a verified sustainable brand through the USDA’s Process
Verified Program (PVP).
The
USDA PVP is the gold standard for food certification and is used today to verify a wide range of branding claims, such as ‘No Antibiotics
Ever’, Cage Free (eggs), etc. Bion’s sustainable beef (and other livestock/ dairy products) can use the PVP to demonstrate
to the consumer a substantially lower carbon, nutrient, water, and pathogen footprint, resulting from Bion’s treatment and resource
recovery. Bion was previously successful having its 2G technology platform evaluated and accepted, pending final audits, by the USDA
PVP in 2016.
Craig
Scott, Bion’s director of communications, stated, “We are pleased to move forward toward the first commercial 3G project,
especially in a situation that allows us to treat the waste from more than one species. The 3G platform offers us an opportunity to solve
the problems associated with large scale livestock production, while communicating those improvements to the consumer in a clear, concise,
and USDA-certified, sustainable brand. We are looking forward to entering the market with that message.”
_____________________________________________
Lamb
Farms is a family dairy operation that was founded with 110 cows in 1966 in Oakfield, NY. Today, Lamb Farms’ operations have grown
to include six locations, a milking herd of more than 7,000 cows, and crop farming that provides feed for the cows, as well as cash crops.
Lamb Farms focuses on three key areas for business success: Wholesome Milk; Comfy Cows; Sustainable Farming.
Bion’s
patented third-generation technology was designed to substantially reduce the environmental impacts of large-scale livestock production
and deliver a USDA-certified sustainable product to the consumer. The platform simultaneously recovers high-value coproducts and renewable
energy that increase revenues. Bion’s 3G tech platform can provide a pathway to true economic and environmental sustainability
with ‘win-win’ benefits for at least a premium sector of the $200 billion livestock industry, the environment, and the consumer.
For more information, see Bion’s website, www.biontech.com.
This
material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words
‘will (be)', ’can (be)’, ‘expected’ and similar expressions identify certain forward-looking statements.
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
Director
of Communications
303-843-6191
direct
Exhibit 99.2
To All:
You have heard us say that consumer and investor groups are driving change
in the livestock sector. Further, that “it is not going to happen; it is happening now.” Here is some of the clearest validation
of that premise to date. Remember while reading the article (link below), that Ceres and FAIRR represent over $33 trillion in assets under
management. Further, Wendy’s commitment is just the latest in a series of similar steps from many others in the food industry. Note
also, Bion has no relationship with Ceres, FAIRR, or Wendy’s, but we are all on the same path: a clean and sustainable livestock
sector.
“Wendy's, which is one of the world's largest quick service restaurants,
committed to pursue a science-based target, in accordance with the Science-Based Targets initiative (SBTi), by the end of 2021. The target,
once established and validated, will address Scope 1, 2 and 3 greenhouse gas emissions. Notably, by encouraging the agricultural
practices necessary to meet their Scope 3 emissions target, Wendy's can enhance the resilience of its meat supply chains to risks associated
with water scarcity and extreme weather, while improving water quality through enhanced soil health and nutrient management.”
Wendy: Investors encouraged by Wendy's pledge to set science-based
emissions reduction targets for its full value chain
Meeting Science-Based Targets will require processes, like Bion’s
3G platform, that can be monitored and controlled, with quantified and verified performance. That same third party verification will also
be used by Bion to back a USDA-certified sustainable brand that will communicate those improvements to the consumer.
https://www.marketscreener.com/quote/stock/THE-WENDY-S-COMPANY-9691436/news/Wendy-nbsp-Investors-encouraged-by-Wendy-s-pledge-to-set-science-based-emissions-reduction-targets-33017299/