U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File No. 000-19333
Bion Environmental Technologies, Inc.
(Name of registrant in its charter)
Colorado |
| 84-1176672 |
(State or other jurisdiction of incorporation or formation) |
| (I.R.S. employer identification number) |
Box 566 / 1774 Summitview Way
Crestone, Colorado 81131
(Address of principal executive offices)
(212) 758-6622
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer ¨ |
| Accelerated filer ¨ |
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| Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
| Smaller reporting company x |
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SEC 1296 (03-10) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. On May 6, 2014, there were 19,286,168 Common Shares issued and 18,581,859 Common Shares outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Bion Environmental Technologies, Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on May 7, 2014 (the Form 10-Q), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit |
| Description |
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10.1 |
| Bassani/Smith Deferral and Note Extension * |
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31.1 |
| Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically * |
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31.2 |
| Certification of Executive Chairman, President and CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) * |
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32.1 |
| Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
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32.2 |
| Certification of Executive Chairman, President and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
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101 |
| XBRL Exhibits Filed herewith electronically.
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*Previously filed on May 7, 2014.
SIGNATURES
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 thereunto duly authorized.
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| BION ENVIRONMENTAL TECHNOLOGIES, INC. |
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Date: May 8, 2014 | By: | /s/ Mark A. Smith |
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| Mark A. Smith, President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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Date: May 8, 2014 | By: | /s/ Dominic Bassani |
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| Dominic Bassani, Chief Executive Officer |
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Note 10 - Commitments And Contingencies: (Details) (USD $)
|
9 Months Ended | 12 Months Ended | 36 Months Ended | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 87 Months Ended | 12 Months Ended | 16 Months Ended | 12 Months Ended | 90 Months Ended | 36 Months Ended | 18 Months Ended | 36 Months Ended | 82 Months Ended | 12 Months Ended | 5 Months Ended | 29 Months Ended | 27 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014
|
Jun. 30, 2013
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
Extension Agreement 2 [Member]
President [Member]
|
Jul. 16, 2012
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
President [Member]
|
Dec. 31, 2010
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
President [Member]
|
Dec. 31, 2013
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
Executive Vice Chairman [Member]
|
Jul. 16, 2012
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
Executive Vice Chairman [Member]
|
Dec. 31, 2012
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
Vice President [Member]
|
Mar. 31, 2014
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
|
Jul. 16, 2012
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
|
May 31, 2005
Stock Bonus Payable Upon Stock Price of $10.00 per Share [Member]
|
Dec. 31, 2012
Stock Bonus Payable Upon Stock Price of $20.00 per Share [Member]
Vice President [Member]
|
Mar. 31, 2014
Stock Bonus Payable Upon Stock Price of $20.00 per Share [Member]
|
May 31, 2005
Stock Bonus Payable Upon Stock Price of $20.00 per Share [Member]
|
Jun. 30, 2012
Initial Amounts [Member]
Extension Agreement One [Member]
President [Member]
|
Jun. 30, 2012
Tranch 1 [Member]
Extension Agreement One [Member]
President [Member]
|
Jun. 30, 2012
Tranch 1 [Member]
Extension Agreement One [Member]
Chief Executive Officer [Member]
|
Jun. 30, 2013
Tranch 1 [Member]
Extension Agreement 2 [Member]
President [Member]
|
Jun. 30, 2013
Tranch 1 [Member]
Extension Agreement 2 [Member]
Chief Executive Officer [Member]
|
Jun. 30, 2012
Tranch 2 [Member]
Extension Agreement One [Member]
President [Member]
|
Jun. 30, 2012
Tranch 2 [Member]
Extension Agreement One [Member]
Chief Executive Officer [Member]
|
Jun. 30, 2013
Tranch 2 [Member]
Extension Agreement 2 [Member]
President [Member]
|
Jun. 30, 2013
Tranch 2 [Member]
Extension Agreement 2 [Member]
Chief Executive Officer [Member]
|
Jun. 30, 2012
Tranch 3 [Member]
Extension Agreement One [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2013
Upon Company Has Completed an Equity Financing in Excess of $3,000,000 [Member]
Executive Vice Chairman [Member]
Cash Compensation [Member]
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Dec. 31, 2013
Upon Company Has Completed an Equity Financing in Excess of $3,000,000 [Member]
Executive Vice Chairman [Member]
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Mar. 31, 2014
Termination of Officer [Member]
Chief Technology Officer [Member]
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Nov. 30, 2013
Termination of Officer [Member]
Chief Engineering Officer [Member]
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Jun. 30, 2012
Stock Bonus [Member]
Extension Agreement One [Member]
Chief Executive Officer [Member]
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May 31, 2005
Stock Bonus [Member]
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Mar. 31, 2014
Exercise Bonus [Member]
CEO and President [Member]
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Dec. 31, 2013
Exercise Bonus [Member]
CEO and President [Member]
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Mar. 31, 2014
Exercise Bonus [Member]
CEO and President [Member]
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Mar. 31, 2014
Exercise Bonus [Member]
Maximum [Member]
CEO and President [Member]
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Dec. 31, 2013
CEO and President [Member]
Minimum [Member]
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Mar. 31, 2014
CEO and President [Member]
Minimum [Member]
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Dec. 31, 2012
Extension Agreement One [Member]
President [Member]
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Jun. 30, 2012
Extension Agreement One [Member]
President [Member]
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Jun. 30, 2012
Extension Agreement One [Member]
Chief Executive Officer [Member]
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Jun. 30, 2012
Extension Agreement One [Member]
Chief Executive Officer [Member]
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Jun. 30, 2013
Extension Agreement 2 [Member]
President [Member]
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Dec. 31, 2013
Extension Agreement 2 [Member]
President [Member]
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Jun. 30, 2013
Extension Agreement 2 [Member]
Chief Executive Officer [Member]
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Jun. 30, 2013
Extension Agreement 2 [Member]
Chief Executive Officer [Member]
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Sep. 30, 2012
Chief Executive Officer [Member]
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Dec. 31, 2013
Executive Vice Chairman [Member]
Cash Compensation [Member]
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Dec. 31, 2013
Executive Vice Chairman [Member]
Common Stock Payable [Member]
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Dec. 31, 2013
Executive Vice Chairman [Member]
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Dec. 31, 2013
Executive Vice Chairman [Member]
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Jul. 31, 2013
Chief Operating Officer [Member]
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Dec. 31, 2012
Vice President [Member]
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Jun. 30, 2011
Chief Technology Officer [Member]
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Nov. 30, 2013
Chief Technology Officer [Member]
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Nov. 30, 2013
Chief Engineering Officer [Member]
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Mar. 31, 2014
Minimum [Member]
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Mar. 31, 2014
Maximum [Member]
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Note 10 - Commitments And Contingencies: (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly Officers' Compensation (in Dollars) | $ 20,000 | $ 26,000 | $ 21,000 | $ 26,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 45,000 | 100,000 | 75,000 | 150,000 | 45,000 | 100,000 | 75,000 | 150,000 | 100,000 | 90,000 | 300,000 | 300,000 | 150,000 | 300,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 240,300 | 795,000 | 334,000 | 1,203,500 | 292,500 | 585,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 67,725 | 200,000 | 725,000 | 100,000 | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Exercise Price (in Dollars per share) | $ 3.00 | $ 3.00 | $ 2.10 | $ 2.10 | $ 2.10 | $ 2.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants (in Dollars) | 25,000 | 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 100,000 | 100,000 | 50,000 | 25,000 | 25,000 | 12,500 | 227,500 | 492,500 | 65,000 | 197,500 | |||||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 10.00 | $ 10.00 | $ 10.00 | $ 10.00 | $ 10.00 | $ 10.00 | $ 20.00 | $ 20.00 | $ 20.00 | $ 0.75 | $ 1.85 | ||||||||||||||||||||||||||||||||||||||||||||
undefined (in Dollars) | 225,000 | 312,000 | 150,000 | 100,000 | 250,000 | 150,000 | 144,000 | 150,000 | 180,000 | 180,000 | |||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Unused Vacation Time | 10 years | 10 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Execution Bonus as a Percentage of Exercised Options and Warrants | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement, Term | 3 years | 4 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Full-Time Employment | 75.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Financing, Requirement for Compensation Increase (in Dollars) | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities, Current (in Dollars) | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Liability, Current and Noncurrent (in Dollars) | $ 152,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 690,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent Stock Bonus, Percentage Threshold for Issuance | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extension of Exercise Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extension of Exercise Period, Annual Payments per Option or Warrant (in Dollars per share) | $ 0.05 |
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