Exhibit 10.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 23, 2021
Date of Report (date of earliest event reported)
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 |
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 23, 2021 the Company exectuted an agreement to lease land near Fair Oaks, Indiana to construct its initial 3G Tech commercial scale installation which will include customized covered barns for up to 300 head of cattle, an anaerobic digester and a Bion 3G Tech waste treatment/recovery system (“Lease”). Pursuant to the Lease, an initial $60,000 rent payment is due on October 10, 2021 and, commencing on the earlier of December 31, 2022 or the date on which the barns are populated (“Start Date”), monthly rent of $7250 will be payable. The Lease has an initial 2-year term from the Start Date. See Exhibit 10.1 and Item 8.01 below.
ITEM 7.01 REGULATION FD DISCLOSURE.
On September 28, 2021, the Company has placed on the Investor page of the Company's website a press release titled “Bion to Develop Sustainable Beef Production Demonstration Facility”.
ITEM 8.01 OTHER EVENTS
Bion executed a lease for the development site of its initial commercial scale 3G Tech project on September 23, 2021(“Initial Project”), which Initial Project will be located on approximately four (4) acres of leased land near Fair Oaks, Indiana. An additional related agreement regarding disposal of certain manure effluent has been agreed to with the Curtis Creek Dairy unit of Fair Oaks Farms (“FOF”). Design and pre-development work for the Initial Project commenced during August 2021 and preparation for active surveying, site engineering and other work is now underway. The Initial Project, when completed, will be an environmentally sustainable beef cattle feeding facility, equipped with state-of-the-art housing and Bion’s 3G-Tech platform to provide waste treatment and resource recovery. Bion has designed the project to house and feed approximately 300 head of beef cattle. The facility will include Bion’s 3G Tech platform including: i) covered barns with solar pv generation, ii) anaerobic digestion for renewable energy recovery; iii) livestock waste treatment and resource recovery technology; iv) Bion’s ammonium bicarbonate recovery and crystallization technology and v) data collection software to document system efficiencies and environmental benefits (with the Bion 3G Tech designed to be capable of treating the waste from approximately 1,500 head). The facility will be large enough to demonstrate engineering capabilities at commercial scale, but small enough that it can be constructed and commissioned quickly, with operations targeted to commence sometime during the Spring of 2022. This project is not being developed at economic commercial scale or with an expectation of profitability due to its limited scale. However, successful installation, commissioning, and operations will 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.
More specifically, the Initial Project is being developed to provide and/or accomplish the following:
i) Proof of 3G Tech platform scalability:
| - | Document system efficiency and environmental benefits and enable final engineering modifications to optimize each unit process within the Bion 3G technology platform. |
| - | Environmental benefits will include (without limitation) renewable energy production (natural gas recovery from AD and solar electric from integrated roof top photovoltaic generation); nutrient recovery and conversion to stable organic fertilizer; pathogen destruction; water recovery and reuse; air emission reductions. |
ii) Use Bion’s data collection system to support 3rd party verified system efficiency requirement to qualify for USDA Process-Verified-Program (PVP): certification of sustainable branded beef ( and potentially pork) product metrics.
iii)Produce sufficient ammonium bicarbonate nitrogen fertilizer (“AD Nitrogen”) for commercial testing by potential joint venture partners and/or purchasers and university growth trials.
iv) Produce sustainable beef products for initial test marketing efforts.
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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.
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Exhibit Number |
Description |
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10.1 |
Lease (executed September 23, 2021)
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| 99.1 | Press Release titled “Bion to Develop Sustainable Beef Production Demonstration Facility” (dated September 28, 2021) |
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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. | |
| Date: September 29, 2021 |
By: /s/ Mark A. Smith Mark A. Smith, President |
Exhibit 10.1
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Exhibit 99.1
Bion to Develop Sustainable Beef Production Demonstration Facility
September 28, 2021. New York. New York. Bion Environmental Technologies, Inc. (OTC QB: BNET), a developer of advanced livestock waste treatment technology that largely mitigates environmental impacts and recovers high-value coproducts, announced it has executed a lease for a site near Fair Oaks, Indiana, where Bion will develop a sustainable and/or organic grain-finished beef production facility that will include its first third generation waste treatment technology (3G Tech) platform at commercial scale.
The facility is being built as the next step in Bion’s development of a sustainable grain-finished (vs solely ‘grass-fed’) beef product line, consisting of both conventional and organic beef products. Bion’s patented 3G Tech platform will provide resource recovery and verified waste treatment, including dramatic reductions in carbon and nutrient/water footprints, as well as pathogens linked to foodborne illnesses and antibiotic resistance. The facility will be designed to feed approximately 300 head of beef cattle in state-of-the-art covered barns that can be re-configured to house swine when appropriate. Bion’s 3G-Tech system will be sized with the capacity to treat the waste from approximately 1,500 head – large enough to demonstrate engineering commercial scale, but small enough that it can be constructed and commissioned quickly. Bion anticipates startup sometime in the Spring of 2022.
Successful installation, startup, and steady state operations at the facility will demonstrate scalability and determine biogas and nitrogen recovery efficiencies at scale. The facility is anticipated to produce sufficient ammonium bicarbonate for both commercial testing by potential joint venture partners and university growth trials. The platform will generate operating data to support certification requirements for various private and regulatory agencies, such as USDA’s Process Verified Program (PVP) for a USDA-certified sustainable brand. The facility will also produce sustainable beef products – conventional and organic – for initial test-marketing efforts. These critical steps must be accomplished in order to move forward with joint ventures to develop the large-scale projects that will be needed to supply national distribution.
Mike McCloskey, Chairman of Fair Oaks Farms, stated, “Innovation in environmental sustainability is a concept we take very seriously at Fair Oaks Farms. The consumer understands, and we wholeheartedly agree, that sustainability is not a passing trend. In addition to our own efforts, we have worked with like-minded producers in the dairy and pork industries to develop sustainable production. It only makes sense to support Bion’s sustainable beef demonstration project, which will be our new neighbor. This is a significant effort designed to shrink beef production’s environmental footprint, while simultaneously improving production economics.”
Craig Scott, Bion’s director of communications, stated, “We believe that today there exists substantial unmet demand – potentially very large – for ‘real’ beef and pork products that offer the sustainability consumers seek, but with the quality of taste and texture they have come to expect from grain-finished American beef and pork. We think there is a similar unmet demand for organic grain-finished beef and pork products with that same level of verified sustainability. We look forward to demonstrating that we can produce the environmentally sustainable products the consumer clearly wants, while also ensuring economic sustainability and expanded opportunities for the producer.”
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About Bion: Bion’s patented third generation (3G) 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 U.S. livestock industry, the environment, and the consumer. For more information, see Bion’s website, www.bionenviro.com.
This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words ‘will’, ‘anticipate’, believe’, ‘potential’, 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
cscott@bionenviro.com