Exhibit 10.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 30, 2025 (
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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 Definite Agreement.
Effective May 29, 2025 and ratified by the Board of Directors on May 30, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC extending the maturity date of the BLG Note to July 15, 2025. The original Bion BLG Agreement, effective on October 15, 2024, currently consists of two affiliates of the Company (Directors Greg Schoener and Bob Weerts, Turk Stovall, previously a Director, and two shareholders, one of whom is the brother of Greg Schoener) whereby a Convertible Promissory Note in the principal amount of up to $500,000 was purchased. Under the terms of the Forbearance Agreement, the amounts outstanding under the Note will bear interest at a rate of 9% per annum. The note is secured by the Company’s Intellectual Property (IP)/Patents. Bion BLG, LLC also extended their agreement to share their collateral with investors in the two prior Shareholder Note offerings, with investors participating in a new offering, dated May 16, 2025, that commenced May 29, 2025.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 30, 2025, Mr. Stephen Posner agreed to become a member of the Board as ratified by the Board of Directors of the Company. Mr. Posner is a financial markets professional with fifty years of experience. Expertise in facilitating the growth of large and small companies. Experience in raising capital, increasing public awareness, and advising on financial planning, corporate strategy, and mergers and acquisitions. The Company welcomes Mr. Posner to its Leadership Team.
On May 30, 2025, after review and discussion, the Company’s Board of Directors accepted the resignation of Turk Stovall from the Company’s Board of Directors, effective immediately.
Item 7.01 Regulation FD Disclosure.
On May 27, 2025, the Company issued a press release entitled “Bion announces First Offtake Commitments for its Organic Nitrogen Fertilizer” 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 | Perfect Blend LLC LOI | |
| 10.2 | Yield RMG LLC LOI | |
| 10.3 | Bion BLG LLC Forbearance Agreement | |
| 99.1 | Press Release titled “Bion Announces First Offtake Commitments for its Organic Nitrogen Fertilizer” | |
| 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: May 30, 2025 | Name: | Stephen Craig Scott Interim CEO |
Exhibit 10.1
Non-Binding Letter of Interest (LOI)
Date: May 20, 2025
Bion Environmental Technologies, Inc:
Perfect Blend, LLC (PB) has an interest Bion's in procuring 10-0-0 Liquid Ammonium Bicarbonate "Bion's product" and may commit to purchasing the product spot pricing via when the product becomes available. Below are basic terms of the non-binding LOI which are subject to the Conditions Precedent:
| 1. | PB agrees to pricing equivalent to $7.00/lb of nitrogen for the product, FOB from point of origin. |
| 2. | PB agrees to pay transport. |
| 3. | PB has interest in approximately 50,000 gallons of Bion's product per annum. |
| 4. | Bion will produce the product and store on-site. |
| 5. | A term contract may be considered to reserve future production volumes of Bion's product. |
Conditions Precedent:
| 1. | Evidence of OMRI and CDFA compliance will be provided to the customer upon delivery. |
| 2. | Bion's Product will meet a minimum liquid nitrogen content of 10% ammoniacal nitrogen. |
| 3. | PB acknowledges that Bion is a publicly-traded company. As such, this LOI represents a material event that, by statute, Bion must announce publicly and in an SEC 8-K filing. |
This Non-binding Letter of Intent is agreed to and accepted as of the date stated above.
| Bion Environmental Technologies, Inc. | ||
| By: | /s/ Craig Scott | |
| Craig Scott, CEO | ||
| Perfect Blend, LLC | ||
| By: | /s/ Daniel T. Hazen | |
| Daniel T. Hazen, Managing Member | ||
Exhibit 10.2
Non-Binding Letter of Interest (LOI)
Date: May 23, 2025
Bion Environmental Technologies, Inc:
Yield RMG, LLC has an interest Bion's in procuring 10-0-0 Liquid Ammonium Bicarbonate “Bion's product” and may commit to purchasing the product spot pricing via when the product becomes available. Below are basic terms of the non-binding LOI which are subject to the Conditions Precedent:
| 1. | Yield RMG, LLC agrees to pricing equivalent to $7.00/lb of nitrogen for the product, FOB from point of origin. |
| 2. | Yield RMG, LLC agrees to pay transport. |
| 3. | Yield RMG, LLC has interest in approximately 100,000 gallons of Bion's product per annum. |
| 4. | Bion will produce the product and store on-site. |
| 5. | A term contract may be considered by Yield RMG, LLC to reserve future production volumes of Bion's product. |
Conditions Precedent:
| 1. | Evidence of OMRI compliance will be provided to the customer upon delivery. |
| 2. | Bion's Product will meet a minimum liquid nitrogen content of 10% ammoniacal nitrogen. |
| 3. | Yield RMG, LLC acknowledges that Bion is a publicly-traded company. As such, this LOI represents a material event that, by statute, Bion must announce publicly and in an SEC 8-K filing. |
This Non-binding Letter of Intent is agreed to and accepted as of the 23rd of May, 2025.
| Bion Environmental Technologies, Inc. | ||
| By: | /s/ Craig Scott | |
| Craig Scott, CEO | ||
| Yield RMG, LLC | ||
| By: | /s/ Caleb Adams | |
| Caleb Adams, Co-Founder & CEO | ||
Exhibit 10.3
Exhibit 99.1
Bion Announces First Offtake Commitments for its Organic Nitrogen Fertilizer
May 27, 2025. Billings, Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced livestock and organic waste treatment and resource recovery technology, announced it has received the first Letters of Interest (LOI) for its OMRI (Organic Materials Research Institute) Listed nitrogen fertilizer, from two of the largest distributors of organic fertilizers on the West Coast.
Perfect Blend has executed an LOI for 50,000 gallons at $7.00 per pound, FOB (Freight on Board) at Bion’s initial fertilizer production facility (location to be determined). Perfect Blend’s headquarters are in Bellevue, Washington, and they have offices across the USA and increasingly in places around the world. They lead in the research, development, and manufacturing of focused nutrition biological fertilizers and are highly regarded for quality and service. See https://perfect-blend.com/.
Yield RMG (Resource Management Group) has executed an LOI for 100,000 gallons at $7.00 per pound, FOB at Bion’s initial fertilizer production facility (location to be determined). Yield RMG is headquartered in Hollister, California, near the heart of California’s robust specialty and organic crop production. They are committed to empowering agribusinesses that embrace organic and sustainable practices and dedicated to pioneering change in three pivotal sectors: organic and sustainable agriculture, renewable energy, and water and waste treatment. See https://www.yieldrmg.com/.
The LOIs are for Bion’s OMRI Listed 10-0-0 liquid nitrogen fertilizer. They are non-binding agreements until Bion identifies and commences development of projects to supply the products. At that time, delivery timelines and production capacity can be determined, and the next steps will be to execute term contracts to reserve future production volumes. Bion is very encouraged by early interest in its technology, from engineering and construction firms, to implement projects in the biogas industry.
Bion retained Philo Consulting to represent its fertilizer products to distributors in the organic grower market segment, including specialty field crops. Bion has also begun to pursue opportunities in niche agriculture markets related to indoor farming, including vertical, hydroponic, and greenhouse systems, including cannabis. Bion is currently involved in testing with suppliers in the retail consumer products segment (home and garden). Bion believes its child- and pet-friendly organic products may also have broad appeal in turf and landscape applications for parks, golf courses, schools, playgrounds, and youth sports fields, and is evaluating pathways to these very large potential markets.
Craig Scott, Bion’s CEO, said, “We are enjoying the transition from R&D to commercialization. Despite the challenges we have had and continue to face, we have successfully demonstrated our technology and its economics. Just as important, we have now shown there is demand for the fertilizer products our technology produces and at attractive pricing. We are confident that continued success on the business front will translate to success on the capital side, too.
These initial commitments are the reason for our increasing optimism. This is an exciting time for us: we are entering new markets with demand for new products like ours. We are confident that these and additional offtake commitments, at pricing that supports production, will allow us to find and implement projects able to fulfil them. We look forward to more offtake LOIs in the coming weeks, followed by progress and news on how we will meet that demand. Stay tuned.”
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Bion Environmental Technologies’ patented Ammonia Recovery System (ARS) produces organic (OMRI Listed) and low-carbon nitrogen fertilizers from the problematic ammonia produced when biogas is generated from animal manure, industrial, and other organic waste streams. Recovering this valuable resource, instead of allowing it to escape to the environment, prevents air and water pollution, produces clean water for reuse or discharge, and improves the economics of livestock and biogas operations. Bion’s platform aligns with global trends toward circular economy models and low-carbon and low-impact fuels and agriculture. 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 and phrases ‘look forward to’, ‘will’, ‘confident’, ‘can’ 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, CEO
(406) 281-8178 (direct)