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

Date of Report (Date of earliest event reported): November 20, 2023 (November 17, 2023)

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 7.01  Regulation FD Disclosure.

On November 17, 2023, the Company issued a press release entitled “Bion Announces Strategic Alliance with Transparency Wise” which press release has been placed on the Investors page of our website.

Item 8.01  Other Events.

On November 16, 2023 the Company entered into a letter of intent (‘LOI’) with Transparency Wise, LLC, (‘TW’) (an affiliate of William O’Neill), Bion’s CEO, which was founded by Mr. O’Neill (and his wife, Sarah Martello, TW’s CEO) prior to joining Bion as our CEO. This LOI is the next step in a process which was anticipated at the time Mr. O’Neill joined the Company. Any definitive agreement entered into between TW and Bion will be subject to full review and approval of the Board of Bion with Mr. O’Neill abstaining from all aspects of the matter. See Exhibit 10.1 for the text of the LOI.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter of Intent with Transparency Wise LLC (dated November 16, 2023
99.1	Press Release titled “Announces Strategic Alliance with Transparency Wise” (dated November 17, 2023)
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:  November 17, 2023	Name:	Mark A. Smith, President

EX-10.1

EXHIBIT 10.1

Letter of Intent

for

Development of System to Trace Cattle, Crops and Carbon Credits

This Letter of Intent (LOI) between Transparency Wise Technology LLC (TW) and Bion Environmental Technologies, Inc (BNET) reflects the intention to explore working together to support agricultural producers and their adoption and implementation of more sustainable and regenerative production practices. The parties are focused on providing producers and supply chain participants with resources and technology to measure, verify, and report regenerative practices and climate-smart impacts while assessing opportunities for improvement. TW and BNET will endeavor to reach an agreement setting forth mutually agreed upon terms pursuant to which TW will provide Bion and their producers with their AgWise.io agricultural data management platform to measure, monitor, report, and quantify data. Relevant data will be shared with relevant supply chain stakeholders and, ultimately, with the consumer via the Transparency Wise consumer app. To further facilitate trust and transparency throughout the supply chain, TW will utilize their blockchain integration with IBM FoodTrust to leverage the integrity of certain data collected.

Specifically, TW believes its software and platforms have the capability to provide Bion with solutions in the following areas:

1. Cattle. The platform will assist in tracking the source, genetics, breeding, feed protocols, rotational grazing, and health and efficiency outcomes throughout the lifecycle of the animals.

2. Land (as it pertains to supply chain cattle and feed source). The platform will measure, monitor, report, and quantify data on regenerative practices and climate impacts. The data will focus on soil health and carbon sequestration by tracking water use and management, nutrient management, land use efficiency, and other regenerative production practices such as planting of cover crops and rotational grazing.

3. Bion’s Feeding Operation. TW will build and integrate a comprehensive operational dashboard for Bion’s Feeding Operations to measure and monitor cattle supply, scope 3 emissions and climate impacts, and feeder-specific emissions, and impacts. It will also measure, monitor, report, and quantify methane removal, carbon insets/offsets/credits, biogas or renewable energy generation, recycled water, and production of climate-smart fertilizer.

4. Sustainable Beef -Verifiable by the Consumer. Using TW’s consumer application, relevant climate impacts and production practices will be accessible and verifiable by the consumer before the point of purchase. Consumers will also be able to track and verify on blockchain high-attribute climate impacts and product claims.

5. AI Optimizations and Recommendations. TW will leverage Artificial Intelligence (AI) and advanced machine learning throughout Bion’s Operations, to improve operational and supply chain efficiency, reduce resource consumption and environmental impacts, optimize animal health and welfare, and predict market opportunities.

The execution of this LOI does not obligate either party to the final agreement's terms but establishes the areas and scope of the parties’ intended collaboration. We believe that our strategic partnership relationship will lead to significant advancements for the cattle value chain, paving the way to a more sustainable, profitable, and climate-smart future for the agricultural industry

The parties will seek to work through the many issues involved in this potential collaboration with the goal of having executed agreements for this joint venture in place prior to the commencement of the formal development of Bion’s initial large-scale beef projects during the 2024 calendar year.

SIGNATURE LINES

EX-99.1

EXHIBIT 99.1

Bion Announces Strategic Alliance with Transparency Wise

November 17, 2023. New York. New York. Bion Environmental Technologies, Inc. (OTC QB: BNET), a developer of advanced livestock waste treatment technology and premium sustainable beef, announced today a Letter of Intent with Transparency Wise, LLC, (TW) of St Petersburg, FL. Bion and TW will work to define a strategic partnership focused on providing their mutual producer partners and supply chain participants with resources and technology to measure, verify, and report regenerative practices and climate-smart impacts.

TW will provide Bion and their producer partners with TW’s AgWise.io agricultural data management platform to measure, monitor, report, and quantify livestock production data. Relevant data will be shared with appropriate supply chain stakeholders and, ultimately, with the consumer via the Transparency Wise consumer app. TW will utilize their blockchain integration with IBM Food Trust^TM to leverage the integrity of data collected.

Bion and TW will develop a platform to provide comprehensive tracking and transparency throughout the full animal lifecycle, from genetics to cow/calf and backgrounding to finishing, processing, and distribution. Specifically, Bion and TW will develop the platform to track:

- Cattle: Source, genetics, breeding, feed protocols, rotational grazing, and health and efficiency outcomes throughout the lifecycle of the animals.

- Land: Measure, monitor, report, and quantify data on regenerative practices and climate impacts, for both supply chain cattle and feed source. Data will focus on soil health and carbon sequestration by tracking water use/management, nutrient management, land use efficiency, and regenerative practices such as planting cover crops and rotational grazing.

- Feeding Operations: Integrate a comprehensive operational dashboard for Bion’s Feeding Operations to measure and monitor cattle supply, Scope 3 emissions and climate impacts, and feeder-specific emissions, and impacts. It will also measure, monitor, report, and quantify methane removal, carbon insets/offsets/credits, biogas or renewable energy generation, solar, recycled water, and production of climate-smart fertilizer.

- Sustainable Beef - Verifiable by the Consumer: Relevant climate impacts and production practices will be accessible by app and verifiable by the consumer before and at the point of purchase. Consumers will also be able to track high-attribute climate impacts and product claims and verify them on blockchain.

- AI Optimizations: Artificial Intelligence (AI) and advanced machine learning will be leveraged throughout Bion’s operations, to improve operational and supply chain efficiency, reduce resource consumption and environmental impacts, optimize animal health and welfare, and predict market opportunities.

Sarah Martello, CEO of Transparency Wise, said, “We are excited to partner with Bion and help define and market the country’s first truly sustainable beef. Bion’s vision of verified sustainability is a perfect fit with our own mission to provide the traceability that food safety requires, and the transparency that today’s consumer expects.” Martello added, “With TW’s capabilities, Bion and its partners, especially those on the distribution side, won’t be concerned with greenwashing: they’ll be able to prove every claim on the package.”

Bill O’Neill, Bion’s CEO, said, “Sustainable beef is built from the ground up. Tracking feed inputs, animal movement and grazing practices, methane and other GHG emissions, ammonia emissions, water usage, etc., and documenting improvements throughout the value chain, is critical to building trust with the consumer. We’re looking forward to working with Transparency Wise to provide that complete lifecycle transparency, from ‘dirt to dinner plate’, and build a platform that will allow each of our supply chain partners to connect into the circular ecosystem our strategic partner model creates.”

_________________________________

About Transparency Wise: TW was founded by Bill O’Neill (before joining Bion as its CEO) and his wife, Sarah Martello, TW’s CEO. TW provides cutting-edge technology solutions, tools, and resources to the agri-food supply chain that deliver transparency and traceability to stakeholders - from producers to consumers. The agwise.io platform supports producers and stakeholders as they implement regenerative and climate-smart practices, providing tools for them to track, measure, verify and predict outcomes of production practices. TransparencyWise, the consumer-facing platform, connects consumers and other stakeholders to transparent and traceable food information. Learn more at https://transparencywise.com/.

About Bion: Bion’s patented 3^rd generation technology and the Gen3Tech platform it supports minimize the environmental impacts from livestock waste. The platform will simultaneously increase resource efficiencies and revenues by upcycling nutrient byproducts, producing PV solar and Renewable Natural Gas, and will enable sustainable branding (and premium pricing) for the protein products – meat, milk, eggs. Bion is focused on developing state-of-the-art indoor cattle feeding operations that will produce premium sustainable beef, with a USDA-certified brand. Byproducts include clean water and unique low-carbon and organic nitrogen fertilizer products. Learn more at https://bionenviro.com.   

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words ‘will’, ‘won’t be’, ‘looking forward to’, and similar expressions identify certain forward-looking statements that 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, Director of Communications

303-898-4945 direct

XML

Cover	Nov. 17, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 17, 2023
Entity File Number	000-19333
Entity Registrant Name	BION ENVIRONMENTAL TECHNOLOGIES, INC.
Entity Central Index Key	0000875729
Entity Tax Identification Number	84-1176672
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	9 East Park Court
Entity Address, City or Town	Old Bethpage
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11804
City Area Code	516
Local Phone Number	586-5643
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false