8-K

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

November 17, 2020

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

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))

Indicate by check mark whether the registrant is an emerging growth company as defined 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 Securities Act. ☐

 Securities registered pursuant to Section 12(b) of the Securities Exchange Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered
Common Stock	BNET	OTC QB

ITEM 7.01 REGULATION FD DISCLOSURE.

On November 17, 2020, the Company has been placed on the Investor page of the Company's website: (a) a Shareholder Update titled ‘Bion Enters USEPA-USDA Next Gen Fertilizer Challenge’ and (b) a Memorandum entitled ‘Bion’s Beef Opportunity’.

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.

Exhibit Number	Description
99.1	Shareholder Update titled ‘Bion Enters USEPA-USDA Next Gen Fertilizer Challenge’.
99.2	Memorandum entitled ‘Bion’s Beef Opportunity’.

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:  November 17, 2020	By:  /s/ Mark A. Smith Mark A. Smith, President

EX-99.1

Exhibit 99.1

 

Bion Enters USEPA-USDA Next Gen Fertilizer Challenge

On November 12, Bion submitted an application to the Next Gen Fertilizer Innovation Challenge. The Challenge “aims to identify concepts for novel technologies for fertilizers and other product technology innovations that can reduce the environmental effects from modern agriculture while maintaining or increasing crop yields.”

Bion’s Solution is based on using the ammonium bicarbonate generated by its third generation (3G) technology to improve the overall economic and production efficiencies of organic corn production, while reducing its environmental impacts. According to the Organic Trade Association, organic is the fastest growing sector in the U.S. food industry. However, today, organic corn-fed beef is essentially nonexistent, due to both cost and the lack of a large-scale supply of organic corn. Bion’s Solution addresses both issues.

Bion’s technology converts animal manure at scale to a concentrated ammonia-nitrogen fertilizer (ammonium bicarbonate crystals) that will be used to grow organic corn at large scale for animal feed. This symbiotic relationship is mutually reinforcing, so that increasing consumer demand for organic meat will generate increasing demand for organic corn, which, in turn, will increase the demand for organic fertilizer to grow the corn.  The scale at which ammonium bicarbonate can be manufactured by Bion is sufficient to drive and support a new organic segment of corn-fed beef and, eventually, pork and bison products. To learn more about this opportunity, click here.

 For the Challenge, Bion has teamed with Dr. Sam Wortman, PhD, at the University of Nebraska at Lincoln (UNL) - Institute of Agriculture and Natural Resources. Dr. Wortman will collaborate with Bion to develop appropriate experimental methods, and to collect, analyze, and interpret data. UNL will lead greenhouse and field production trials associated with the Challenge. UNL has state-of-the-art greenhouse and field research facilities and is well-equipped to conduct research on the agronomic and environmental performance of Bion’s fertilizer product.

Challenge (https://www.challenge.gov/challenge/next-gen-fertilizer-innovations-challenge/) Details:

 “To help mitigate potential adverse environmental effects from agriculture, the U.S. Environmental Protection Agency is partnering with the U.S. Department of Agriculture to launch the Joint EPA-USDA Partnership and Competition on Next Gen Fertilizers to Advance Agricultural Sustainability in the United States. Along with EPA and USDA, the competition is in collaboration with The Fertilizer Institute, the International Fertilizer Development Center, The Nature Conservancy, and the National Corn Growers Association.

This Partnership is being coordinated with input from stakeholders such as corn grower representatives, fertilizer companies, university and government researchers, and environmental and industry NGOs. This competition includes two challenges which aim to accelerate the development and use of existing and new product technologies that are affordable to reduce the environmental impacts of U.S. corn production. The results of the Partnership may ultimately be leveraged to improve production of other crops under a range of environmental conditions in the U.S. and abroad.”

Winners of the Challenge will be selected in the Winter of 2020/21. For more information on the Challenge, please visit EPA’s page for the Next Gen Fertilizer Challenges.

This material includes forward-looking statements based on management’s current reasonable business expectations. In this document, the words ‘can’, ‘will’ 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@biontech.com

EX-99.2

Exhibit 99.2

 

Bion’s Beef Opportunity

In 1935 inflation-adjusted terms, beef is 63% more expensive today, while pork and chicken, primarily raised in indoor factory farms with highly integrated supply chains, are 12% and 62% cheaper, respectively. At $70 billion/year (retail value), the beef industry has been a target of consumer groups whose concerns include air and water pollution, food safety, and the treatment of animals and workers. Furthermore, the beef industry has also been an economic target for a number of plant-based beef alternative products that have gained market traction with, for example, fast food chains.

The US beef industry is at the doorstep of a transformative opportunity to address the growing demand for a sustainable product offering, without disrupting its large, existing commodity beef market, both domestic and export, while simultaneously addressing its decades old challenge of managing the environmental impact of its livestock operations. “Sustainability” goes well beyond “organic”, a concept that only addresses product inputs. Sustainability is a more important and relevant concept for the beef industry because it also captures outputs, specifically, the environmental impact of livestock operations. To the industry’s detriment, the cost of comprehensive waste treatment technology and the infrastructure to support such adoption is simply beyond the reach of most operators. Until now, the cost of technology such as anaerobic digestion has been far greater than any offsetting tax incentives and revenue streams, such as the sale of renewable natural gas.

So how can the industry evolve to meet the demand for sustainability, both in its product offerings and its livestock operations?

Figure 1. The Beef Industry Conundrum – How to Get from “A” to “B”?

Bion has developed and tested its patented technology and proprietary technology platform, which will enable generation of significantly greater revenue associated with comprehensive onsite waste management than has been previously possible. Bion’s business model aims to help operators manage costs over the entire supply chain, from insemination to final processing and crop production, while capturing multiple revenue streams that are both presently available, as well as evolving. The “Future State” represented in Figure 1 will be financed by selling environmental credits related to carbon and water, selling high-value organic fertilizer, and monetizing the value of premium food product branding.

Specifically, Bion’s technology converts animal manure to high-value organic fertilizer products onsite, including ammonia nitrogen (ammonium bicarbonate crystals) that can be used to grow organic corn (animal feed) at large scale, while significantly increasing crop yield per acre. The scale at which ammonium bicarbonate is manufactured is sufficient to support a new organic segment of corn-fed beef and, eventually, pork and bison products. The combination of “organic” and onsite manure management reinforces the opportunity for environmentally sustainable branding with premium revenues and margins.

In today’s environment, Bion’s projected revenues from existing revenue sources can amortize the cost of technology adoption and related infrastructure in under five years. This amortization period can be cut in half as evolving revenues, including environmental credit markets, fully mature.

Beyond ammonium bicarbonate, Bion’s platform produces renewable natural gas and the associated D3 RINS (and/or Low Carbon Fuel Standard credits in California), organic dry solids (soil supplement) and, eventually, verified nutrient credits. In Pennsylvania, where Bion has been leading an industry consortium to pass legislation, municipalities will be able to purchase verified nutrient reductions, such as those generated by the Bion platform, in lieu of more expensive traditional options for meeting their Chesapeake Bay nutrient mandates under the Clean Water Act.

Figure 2. Bion’s Technology Enables the Revenue to Fund the Transition

Bion’s intellectual property, consisting of both patents and trade secrets, takes advantage of the arbitrage opportunity between the finite supply of organic fertilizer/feed and the essentially limitless supply of livestock waste at CAFOs. This symbiotic relationship is mutually reinforcing – increasing consumer demand for organic meat generates more organic corn demand which increases the demand for organic fertilizer to support that demand.

The industry now has the means to open and expand a new niche of premium-priced meat products by “harvesting” its waste. As a capstone benefit, Bion’s onsite treatment can transform a CAFO from a “brownfield” non-point source permitted facility to a point source permitted facility. This will allow the

operation to be valued by the market as any other industrial operation, based on a multiple of earnings, not the liquidation value of the plant, equipment and animal inventory, as these facilities are valued today.

By expanding into premium branded products and realizing more effective supply chain integration, industry valuations will be further propelled by higher gross margins, reduced unit costs, and reduced environmental impact. The end result is extraordinary wealth creation.

"People have pushed past the earth's natural limits. Healthy societies, resilient economies and thriving businesses rely on nature. Our vision at Walmart is to help transform food and product supply chains to be regenerative, working in harmony with nature - to protect, restore and sustainably use our natural resources."

— Kathleen McLaughlin, EVP and Chief Sustainability Officer for Walmart Inc. and President of the Walmart Foundation