Exhibit 10.1
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): July 3, 2024 (June 27, 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)) |
| ☐ | 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 June 27, 2024, the Board of Directors of the Company agreed to amend the terms of the material definitive 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 earlier than January 15, 2025 to said date. No changes were made regarding any ‘give backs’ of securities of the Company.
On June 30, 2024, the Bassani Family provided the Company with their list regarding surrender of 20% of its Company holdings (as of December 2023)(See Exhibit 10.1 hereto). As previously reported, MAS has previously completed 100% of his ‘give backs’.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024 Mr. Turk Stovall and Mr. Bob Weerts were appointed to the Board of Directors of the Company by the Board. See Exhibit 10.2 for information concerning Mr. Weerts.
At the same Board meeting, MAS formally informed the Board of his intention that his long anticipated retirement from his various positions (including Director, President, Interim Chief Financial Officer and General Counsel) at the Company (and its subsidiaries) begin effective the end of business on July 31, 2024. The Board commenced discussion of how best to replace his services which discussion is on-going.
Item 7.01 Regulation FD Disclosure.
On July 1, 2024, the Company issued a press release entitled “Bion Announces New Board Members” 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 | ||
| 10.2 | ||
| 99.1 | Press Release titled “Bion Announces New Board Members” (dated July 2, 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/ Mark A. Smith | |
| Date: July 3, 2024 | Name: | Mark A. Smith, President |
Exhibit 10.1
Exhibit 10.2
ROBERT D. WEERTS
P.O. Box 897
522 Main Street South
Winnebago, MN 56098
507-893-3313
ROBERT D. WEERTS – Bob attended school both in Winnebago, MN and Tucson, AZ, graduating from Amphi High School in Tucson, AZ in 1970. He and his wife, Jenifer, were blessed with three children and eight grandchildren.
Bob is the owner and operator of Erosion Control Plus, Inc. Founded in 1973, ECP. did roadside seeding and sodding. Primarily serving as a subcontractor, they performed various types of turf restoration and erosion control on county, state and federal highway projects. They have evolved into site grading, excavation, blacktopping, sand and gravel hauling.
Established in 1987, Blue Valley Sod of Winnebago Inc. produces quality bluegrass sod for both commercial landscapers and homeowners serving the upper Midwest.
Green Energy & Development Inc., founded in 2009, is active in recycling and composting.
EDC Dust Control of the Midwest began in 2021. They do environmentally friendly dust control on various roadways and parking lots.
Bedrock Ready Mix Inc started in 2021. They are a supplier of concrete ready mix for contactors in south central Minnesota
Bob is a former owner and operator of the Shell Food Mart, located in Blue Earth. This was a return to the convenience store industry as Bob formerly owned the Winnie Mart stores in Martin and Faribault counties from 1982 to 1996.
As a pro-active business owner, Bob has also been interested in cutting edge business opportunities. He is actively involved with Umpqua Energy, Inc. Umpqua Energy Inc. is a business involved with increasing energy efficiency and “Green” energy development. Umpqua Energy Inc. received the U.S. Department of Energy America’s Next Top Energy Innovator Award in 2012.
Bob is also involved with Aker Technologies Inc. which is a supplier of “Drone” technologies and support programs.
In addition to these business ventures, Bob is an active member and past President of Turfgrass Producers International. Bob is or has also been involved in the following committees/organizations – Winnebago City Council member, Faribault County Futures, South Highway 169 Improvement Association. He was a founding member of Corn Plus Ethanol Plant and served as board chairman for eight years.
Exhibit 99.1
Bion Announces New Board Members
July 2, 2024. New York. New York. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock waste treatment technology and sustainable livestock production, announced the appointments of Turk Stovall and Bob Weerts to its Board of Directors.
Bion previously announced that Turk Stovall would be joining Bion’s Board, in addition to assuming leadership of the JV between Bion and Stovall Ranching Companies to develop a new-generation cattle feeding facility in Shepherd, Montana. Also appointed to the Board was Bob Weerts, a successful Minnesota business operator and Bion shareholder since 2020.
Turk is a fifth-generation Montana rancher and CEO/owner of Stovall Ranching Companies and Yellowstone Cattle Feeders. He held management positions with Certified Angus Beef, the largest branded beef company in the US and North Platte Feeders, an 80,000 head commercial feedlot. Turk serves as Second VP of the Montana Stockgrowers Association and has served on the Cattleman's Beef Board by appointment of the US Secretary of Agriculture. Turk earned a BS in Animal Science from Montana State; an MS in Animal Science from Oklahoma State; and an MBA from Purdue.
Bob is a successful serial entrepreneur from Winnebago, Minnesota, where he serves on the City Council. He founded and operates Erosion Control Plus (1973), that serves county, state, and federal highway projects; Blue Valley Sod, serving the upper Midwest since 1987; Green Energy & Development (2009), active in recycling and composting; and Bedrock Ready Mix (2021). He is actively involved with Umpqua Energy and was a founding member/ Chairman of the Corn Plus Ethanol Plant.
Craig Scott, Bion’s Head of Business Development, stated, “We are pleased to welcome both Bob and Turk to our Board. We appreciate the valuable expertise and experience they bring to the table, and we expect both to play important roles as we continue down the path toward commercialization and project development.”
_______________________________
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 ‘will’, ‘expect’, 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
SVP, Head of Business Development
(406) 281-8178 direct