BION ENVIRONMENTAL TECHNOLOGIES INC
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001079973-25-000234
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001079973-25-000823
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 121 current paragraphs.
79 unchanged; 38 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Salaries and related payroll tax expenses were $1,000 and $2,000 for the three months ended March 31, 2025 and 2024, respectively. Consulting costs were nil and nil for the three months ended March 31, 2025 and 2024, respectively.
Current report
Other expense was $30,000 and $5,000 for the three months ended March 31, 2025 and 2024, respectively.
Current report
Stock-based compensation for the nine months ended March 31, 2025 and 2024 were $837,000 and $185,000 respectively.
Current report
Other expense was $267,000 and $150,000 for the nine months ended March 31, 2025 and 2024, respectively.
Removed paragraphs (4)
Previous report
Salaries and related payroll tax expenses were $1,000 and $1,000 for the three months ended December 31, 2024 and 2023, respectively. Consulting costs were nil and $1,000 for the three months ended December 31, 2024 and 2023, respectively.
Previous report
Other expense was $31,000 and $75,000 for the three months ended December 31, 2024 and 2023, respectively.
Previous report
Stock-based compensation for the six months ended December 31, 2024 and 2023 were $659,000 and $129,000 respectively. The $530,000 increase was due to the recording of stock option and warrant extensions in the first quarter of the current fiscal year.
Previous report
Other expense was $236,000 and $145,000 for the six months ended December 31, 2024 and 2023, respectively.
Reworded paragraphs (38)
Previous wording
A: The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing Projects, JVs and proposed Projects will not be sufficient to meet the Company’s anticipated operational and capital expenditure needs for many years. Current liabilities were approximately $6.3 million at December 31, 2024 which represents an increase of approximately $579,000 from June 30, 2024 (largely due to new debt as well as increased deferred compensation). Similarly, the Company’s cash on hand decreased from approximately $52,000 to approximately $32,000 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2024 fiscal year, which has continued throughout the first six months of the current fiscal year to date.
Current wording
A: The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing Projects, JVs and proposed Projects will not be sufficient to meet the Company’s anticipated operational and capital expenditure needs for many years. Current liabilities were approximately $6.8 million at March 31, 2025 which represents an increase of approximately $1,040,000 from June 30, 2024 (largely due to new debt as well as increased deferred compensation). Similarly, the Company’s cash on hand decreased from approximately $52,000 to approximately $5,000 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2024 fiscal year, which has continued throughout the first nine months of the current fiscal year to date.
Previous wording
G: On May 13, 2024, the Board of Directors commenced a Board-led review of potential strategic alternatives to ensure the Company’s survival and to enhance Bion’s potential growth and maximize shareholder value. The review will include assessing approaches to optimize the Company’s multiple business opportunities through alternative capital return strategies, potential strategic or financial transactions, and developing strategic initiatives best applicable to each opportunity created by our technology in order to consider all possible paths towards maximizing value creation. No timetable has been established for the conclusion of this review and no decisions related to any further actions or potential strategic alternatives have been made at this time. There can be no assurance that the review will result in any transaction or other strategic change or outcome.
Current wording
G: On May 13, 2024, the Board of Directors commenced a Board-led review of potential strategic alternatives to ensure the Company’s survival and to enhance Bion’s potential growth and maximize shareholder value. The review included assessing approaches to optimize the Company’s multiple business opportunities through alternative capital return strategies, potential strategic or financial transactions, and developing strategic initiatives best applicable to each opportunity created by our technology in order to consider all possible paths towards maximizing value creation. No timetable has been established for the conclusion of this review and no decisions related to any further actions or potential strategic alternatives have been made at this time. There can be no assurance that the review will result in any transaction or other strategic change or outcome.
Previous wording
H: Effective May 31, 2024, Bion accepted the resignation of Bill O’Neill, both as CEO and Director. Mr. O’Neill had previously informed the Board that he believed he was not being adequately compensated or incentivized and the job was too difficult. On May 21, 204, Bion received a letter from Mr. O’Neill that expressed his dissatisfaction with the Board’s refusal to address his demands and stated he was resigning to pursue other opportunities, despite the fact he had not yet completed the last year of a three-year agreement. Bion chose to accept his resignation in the belief the Company needed a change in leadership and approach.
Current wording
H: Effective May 31, 2024, Bion accepted the resignation of Bill O’Neill, both as CEO and Director. Mr. O’Neill had previously informed the Board that he believed he was not being adequately compensated or incentivized and the job was too difficult. On May 21, 2024, Bion received a letter from Mr. O’Neill that expressed his dissatisfaction with the Board’s refusal to address his demands and stated he was resigning to pursue other opportunities, despite the fact he had not yet completed the last year of a three-year agreement. Bion chose to accept his resignation in the belief the Company needed a change in leadership and approach.
Previous wording
Bion’s new leadership team has returned the company to its earlier approach, focusing on building a ‘flagship’ first project to prove concept feasibility and to provide a development and finance model for future projects. Leadership made this decision after determining that a) a large addressable market for sustainable beef does exist and consumers have demonstrated a ‘willingness to pay’ a premium for sustainable food products; however, since such products cannot be supplied today at scale, it is not a ‘ready’ market and will take time to develop), b) an entrenched industry is never eager for change and it will only occur through enlightened/ proven self-interest, and c) investment capital of the magnitude needed for large scale conversion to sustainable production will first require proof of concept.
Current wording
Bion’s new leadership team returned the company to its earlier approach, focusing on building an initial ‘flagship’ project to prove the ARS technology and the Gen3Tech platform it supports at full commercial scale. Leadership made this decision after determining that a) a large addressable market for sustainable beef does exist and consumers have demonstrated a ‘willingness to pay’ a premium for sustainable food products; however, since such products cannot be supplied today at scale, it is not a ‘ready’ market and will take time to develop), b) an entrenched industry is never eager for change and it will only occur through enlightened/ proven self-interest, and c) investment capital of the magnitude needed for large scale conversion to sustainable production will first require proof of concept.
Previous wording
Leadership believes for several reasons that the best opportunity for the Company to prove its sustainable beef concept at this time is with the Stovall Ranch JV in Montana. In June 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies. Turk Stovall is a fifth-generation Montana cattleman, with an extensive graduate-level education in cattle husbandry and an MBA in agribusiness, and he is the largest custom cattle feeder in Montana. He also has broad experience and relationships with both the U.S. and Montana’s beef industry and important state leaders, resources, and agencies. Bion and Stovall have agreed to establish a JV, to be led by Mr. Stovall, with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’) location in Shepherd, Montana. We anticipate establishing the Stovall-Bion JV and creating related distribution agreements with key value chain partners during the current calendar year, with the intent to begin construction in the first half of the current calendar year.
Current wording
Leadership continues to believe, for several reasons, that the best opportunity for the Company to prove its sustainable beef concept is with the Stovall Ranch JV in Montana. In June 2024, Bion formed a strategic relationship with Turk Stovall and Stovall Ranching Companies. Turk Stovall is a fifth-generation Montana cattleman, with an extensive graduate-level education in cattle husbandry and an MBA in agribusiness, and he is the largest custom cattle feeder in Montana. He also has broad experience and relationships with both the U.S. and Montana’s beef industry and important state leaders, resources, and agencies. Bion and Stovall have agreed to establish a JV, to be led by Mr. Stovall, with the goal of developing a 16,000-head sustainable beef project at Stovall’s Yellowstone Cattle Feeders (‘YCF’) location in Shepherd, Montana. While we still plan to implement an ammonia recovery system at Stovall/YCF, we are now actively seeking opportunities to develop projects more quickly.
Previous wording
We plan to devote increasingly more resources to the bolt-on business opportunity: using the ARS as a standalone ammonia control solution for others’ biogas production facilities. We are currently focused on existing large-scale livestock facilities with digesters in place, since they have waste streams for which the ARS has been optimized. However, we are also adding resources to pursue opportunities we believe we have in the larger industrial and municipal wastewater sectors, where regulatory drivers already exist, and we believe the ARS and its byproducts may give us a competitive advantage over existing solutions. We have no intention of abandoning our opportunities to develop integrated sustainable livestock projects. However, we believe the bolt-on business opportunity has the advantage of requiring substantially less project development capital and could represent a much shorter path to fertilizer production and revenues.
Current wording
We have correspondingly devoted most of our resources to the bolt-on business opportunity: using the ARS as a standalone ammonia control solution for others’ biogas production facilities. We are currently focused on existing large-scale livestock facilities with digesters in place, since they have waste streams for which the ARS has been optimized. Further, we are also adding resources to pursue opportunities we believe we have in the larger industrial wastewater sector, where regulatory drivers already exist, and we believe the ARS and its byproducts may give us a competitive advantage over existing solutions. We have no intention of abandoning our opportunities to develop integrated sustainable livestock projects. However, we believe the bolt-on business opportunity has the advantage of requiring substantially less project development capital and could represent a much shorter path to fertilizer production and revenues.
Previous wording
Bion is currently in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG and solar) and clean fuels, organic fertilizer distribution, and others involved in reducing the carbon footprint of livestock production, especially beef. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, the sectors have become closely intertwined, they are evolving quickly, and integrated solutions have become increasingly desired, but complex. Bion is now evaluating both European and U.S. renewable energy/clean fuels developers, operators, and investors to determine the best fit for moving forward with AD/RNG development for its own beef project(s), access to clean fuels value chains for its low-carbon fertilizers, animal waste treatment for others, both here and in the EU, as well as a development partner in industrial and municipal opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have expressed interest in the product. Bion believes that such relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently finished data acquisition at Fair Oaks needed to complete an independent engineering report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
Current wording
Bion is currently in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution, and others involved in reducing the environmental footprint of biogas and livestock production. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, and their impacts on water and air pollution, the sectors have become closely intertwined. They are evolving quickly, and integrated solutions have become increasingly desired, but complex. Bion is now evaluating engineering and construction firms, biogas operators, and others as potential development partners for industrial opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have expressed interest in the product. Bion believes that such relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently finished data acquisition at Fair Oaks needed to complete an independent engineering report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
Previous wording
Bion’s new leadership team is strongly committed to Bion’s continuation, its future success, and its shareholders. We have returned the company to its earlier approach of focusing on building a ‘flagship’ first project to prove the concept and markets and provide a development and finance model for future projects, instead of attempting to move forward on multiple projects simultaneously or in rapid succession. We believe this will put us on a more achievable path. Further, this strategy will substantially reduce our need for capital, and we believe that a more reasonable and credible objective will make it easier to raise that capital. We also believe that the recent changes in leadership, including the addition of Turk Stovall to that leadership team, will lend validation and credibility to Bion and its business plan, making it easier to execute needed strategic alliances and raise capital from potential strategic, institutional, and retail investors. For several reasons, we think that the best opportunity to finance a project, and to prove the sustainable beef concept, is with the Stovall Ranch JV in Montana and we are exploring a wide range of alternatives related to funding both the JV and Bion. We are also seeking to identify an initial bolt-on opportunity as described above.
Current wording
Bion’s new leadership team is strongly committed to Bion’s continuation, its future success, and its shareholders. We have refocused the Company’s efforts to the bolt-on opportunity, to prove the technology at full scale and reach revenues more quickly. We believe this will put us on a more achievable path. Further, this strategy will substantially reduce our need for capital, and we believe that a more reasonable and credible objective will make it easier to raise that capital. We also believe that the recent changes in leadership will lend validation and credibility to Bion and its business plan, making it easier to execute needed strategic alliances and raise capital from potential strategic, institutional, and retail investors.
Previous wording
Total general and administrative expenses were $336,000 and $636,000 for the three months ended December 31, 2024 and 2023, respectively.
Current wording
Total general and administrative expenses were $475,000 and $527,000 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
Salaries and related payroll tax expenses were $89,000 and $161,000 for the three months ended December 31, 2024 and 2023, respectively. Consulting costs were $45,000 and $168,000 for the three months ended December 31, 2024 and 2023, respectively. The $72,000 decrease in salary costs is due to Bill O’Neill resigning, Dominic Bassani passing away and the Company not replacing the position and the retirement of Mark Smith. Investor relations expenses were $64,000 and $76,000 for the three months ended December 31, 2024 and 2023, respectively. Legal costs were $1,000 and $7,000 for the three months ended December 31, 2024 and 2023, respectively.
Current wording
Salaries and related payroll tax expenses were $92,000 and $148,000 for the three months ended March 31, 2025 and 2024, respectively. Consulting costs were $49,000 and $70,000 for the three months ended March 31, 2025 and 2024, respectively. The $56,000 decrease in salary costs is due to Bill O’Neill resigning, Dominic Bassani passing away and the Company not replacing the position and the retirement of Mark Smith. Investor relations expenses were $27,000 and $106,000 for the three months ended March 31, 2025 and 2024, respectively. Legal costs were nil and nil for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
Stock-based compensation for the three months ended December 31, 2024 and 2023 were nil and $67,000, respectively.
Current wording
Stock-based compensation for the three months ended March 31, 2025 and 2024 were $179,000 and $56,000, respectively.
Previous wording
Total depreciation expense was $205 and $460 for the three months ended December 31, 2024 and 2023, respectively.
Current wording
Total depreciation expense was $205 and $331 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
Total research and development expenses were $7,000 and $7,000 for the three months ended December 31, 2024 and 2023, respectively.
Current wording
Total research and development expenses were $6,000 and $6,000 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the loss from operations was $344,000 and $644,000 for the three months ended December 31, 2024 and 2023 respectively.
Current wording
As a result of the factors described above, the loss from operations was $481,000 and $533,000 for the three months ended March 31, 2025 and 2024 respectively.
Previous wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $55,000 and $145,000 for the six months ended December 31, 2024 and 2023, respectively. Interest expense related to warrant modifications was $181,000 and $135,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $34,000 and $4,000 for the three months ended March 31, 2025 and 2024, respectively. Interest expense related to warrant modifications was nil and nil for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $374,000 and $719,000 for the three months ended December 31, 2024 and 2023, respectively, and the net loss per basic common share was $.01 and $.01 for the three months ended December 31, 2024 and 2023, respectively.
Current wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $511,000 and $538,000 for the three months ended March 31, 2025 and 2024, respectively, and the net loss per basic common share was $.01 and $.01 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
SIX MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THE SIX MONTHS ENDED DECEMBER 31, 2023
Current wording
NINE MONTHS ENDED MARCH 31, 2025 COMPARED TO THE NINE MONTHS ENDED MARCH 31, 2024
Previous wording
Total revenues were nil for both the six months ended December 31, 2024 and 2023.
Current wording
Total revenues were nil for both the nine months ended March 31, 2025 and 2024.
Previous wording
Total general and administrative expenses were $1,296,000 and $1,302,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Total general and administrative expenses were $1,771,000 and $1,829,000 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
Salaries and related payroll tax expenses were $184,000 and $327,000 for the six months ended December 31, 2024 and 2023, respectively. Consulting costs were $90,000 and $354,000 for the six months ended December 31, 2024 and 2023, respectively. The $143,000 decrease in salary costs is due to Bill O’Neill resigning, Dominic Bassani passing away and the Company not replacing the position and the retirement of Mark Smith. The $264,000 decrease in consulting costs were the result of the company’s efforts to conserve cash. Investor relations expenses were $6,000 and $122,000 for the six months ended December 31, 2024 and 2023, respectively, and the $116,000 decrease was due to less investor-related activity during the fiscal year in order to conserve cash and a vendor issuing a credit due to the result of an overcharge for services. Legal costs were $1,000 and $15,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Salaries and related payroll tax expenses were $278,000 and $475,000 for the nine months ended March 31, 2025 and 2024, respectively. Consulting costs were $138,000 and $425,000 for the nine months ended March 31, 2025 and 2024, respectively. The $197,000 decrease in salary costs is due to Bill O’Neill resigning, Dominic Bassani passing away and the Company not replacing the position and the retirement of Mark Smith. The $287,000 decrease in consulting costs were the result of the company’s efforts to conserve cash. Investor relations expenses were $33,000 and $228,000 for the nine months ended March 31, 2025 and 2024, respectively, and the $195,000 decrease was due to less investor-related activity during the fiscal year in order to conserve cash and a vendor issuing a credit due to the result of an overcharge for services. Legal costs were $1,000 and $15,000 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
Total depreciation expense was $490 and $921 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Total depreciation expense was $695 and $1,251 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
Total research and development expenses were $14,000 and $16,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Total research and development expenses were $19,000 and $22,000 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
Salaries and related payroll tax expenses were $3,000 and $3,000 for the six months ended December 31, 2024 and 2023, respectively. Consulting costs were nil and $4,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Salaries and related payroll tax expenses were $4,000 and $5,000 for the nine months ended March 31, 2025 and 2024, respectively. Consulting costs were nil and $4,000 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the loss from operations was $1,310,000 and $1,319,000 for the six months ended December 31, 2024 and 2023 respectively.
Current wording
As a result of the factors described above, the loss from operations was $1,791,000 and $1,852,000 for the nine months ended March 31, 2025 and 2024 respectively.
Previous wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $55,000 and $91,000 for the six months ended December 31, 2024 and 2023, respectively. Interest expense related to warrant modifications was $181,000 and $135,000 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $90,000 and $49,000 for the nine months ended March 31, 2025 and 2024, respectively. Interest expense related to warrant modifications was $181,000 and $135,000 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
The net loss attributable to the noncontrolling interest was nil and nil for the six months ended December 31, 2024 and 2023, respectively.
Current wording
The net loss attributable to the noncontrolling interest was nil and nil for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $1,546,000 and $1,464,000 for the six months ended December 31, 2024 and 2023, respectively, and the net loss per basic common share was $.03 and $.03 for the six months ended December 31, 2024 and 2023, respectively.
Current wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $2,057,000 and $2,002,000 for the nine months ended March 31, 2025 and 2024, respectively, and the net loss per basic common share was $.04 and $.04 for the nine months ended March 31, 2025 and 2024, respectively.
Previous wording
The Company's condensed consolidated financial statements for the six months ended December 31, 2024 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company's consolidated financial statements as of and for the year ended June 30, 2024 includes a "going concern" explanatory paragraph which means that the auditors stated that conditions exist that raise substantial doubt about the Company's ability to continue as a going concern.
Current wording
The Company's condensed consolidated financial statements for the nine months ended March 31, 2025 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company's consolidated financial statements as of and for the year ended June 30, 2024 includes a "going concern" explanatory paragraph which means that the auditors stated that conditions exist that raise substantial doubt about the Company's ability to continue as a going concern.
Previous wording
As of December 31, 2024, the Company had cash of approximately $32,000. During the six months ended December 31, 2024, net cash used in operating activities was $465,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations. Cash expenditures were offset in part by proceeds from financing activities, a total of $445,000 in debt funding. During the six months ended December 31, 2023, net cash used in operating activities was $451,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations expenses as well as the purchase of property and equipment. Cash expenditures were offset by proceeds from financing activities, primarily the exercise of warrants and sale of common shares
Current wording
As of March 31, 2025, the Company had cash of approximately $5,000. During the nine months ended March 31, 2025, net cash used in operating activities was $677,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations. Cash expenditures were offset in part by proceeds from financing activities, a total of $636,000 in debt funding. During the nine months ended March 31, 2024, net cash used in operating activities was $755,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations expenses as well as the purchase of property and equipment. Cash expenditures were offset by proceeds from financing activities, primarily the exercise of warrants and sale of common shares
Previous wording
During the six months ended December 31, 2024 and 2023, the Company invested nil and $484,000 in the purchase of property and equipment, respectively. The decrease was due to the Company’s effort to conserve cash in the six months ended December 31, 2024.
Current wording
During the nine months ended March 31, 2025 and 2024, the Company invested nil and $690,000 in the purchase of property and equipment, respectively. The decrease was due to the Company’s effort to conserve cash.
Previous wording
During the six months ended December 31, 2024, the Company received gross cash proceeds of $445,000 from notes payable.
Current wording
During the nine months ended March 31, 2025, the Company received net cash proceeds of $630,000 from notes payable.
Previous wording
As of December 31, 2024, the Company has debt obligations consisting of: a) deferred compensation of $1,031,000, b) convertible notes payable – affiliates of $1,728,000, c) converitble note payable including accrued interest of $437,000 and d) notes payable including accrued interest of $407,000. As of December 31, 2023, the Company had debt obligations of a) deferred compensation of $1,225,000, and b) convertible notes payable – affiliates of $1,740,000 and c) current note payable including accrued interest of $255,000.
Current wording
As of March 31, 2025, the Company has debt obligations consisting of: a) deferred compensation of $1,080,000, b) convertible notes payable – affiliates of $1,733,000, c) convertible note payable including accrued interest of $816,000 and d) notes payable including accrued interest of $414,000. As of March 31, 2024 the Company had debt obligations of a) deferred compensation of $1,433,000, and b) convertible notes payable – affiliates of $1,711,000 and c) current note payable including accrued interest of $261,000.
Previous wording
As of December 31, 2024, the Company had cash of approximately $32,000.
Current wording
As of March 31, 2025, the Company had cash of approximately $5,000.
Previous wording
The Company continues to explore sources of additional financing to satisfy its current operating requirements as it is not currently generating any significant revenues. During fiscal year 2023 and 2022 (as a whole), the Company faced less difficulty in raising equity funding (but was subject to substantial equity dilution from the larger amounts of equity financing during the periods) than was experienced in the prior 3 years. However, this positive trend did not continue during the last quarter of the 2023 fiscal year and the entirety of fiscal year 2024 (and the first and second quarters of 2025 through the date of this report). The Company raised very limited equity funds during such periods to meet some of its immediate needs, and therefore, the Company needs to raise substantial additional funds in the upcoming periods. The Company faced substantial demand for capital and operating expenditures for the fiscal year 2024 that we anticipate will continue (or increase) during the 2025 fiscal year and periods thereafter as it moves toward commercial implementation of its ARS, 3G Tech and development of JVs (including costs associated with additions of personnel to carry out the business activities of the Company) and, therefore, is likely to continue to face significant cash flow management issues due to limited capital resources and working capital constraints which had only begun to be alleviated during 2022 and 2023. As a result, the Company has faced, and continues to face, significant cash flow management challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of securities of the Company and members of the Company's senior management have from time-to-time made loans to the Company in the past and may do so in future periods.
Current wording
The Company continues to explore sources of additional financing to satisfy its current operating requirements as it is not currently generating any significant revenues. During fiscal year 2023 and 2022 (as a whole), the Company faced less difficulty in raising equity funding (but was subject to substantial equity dilution from the larger amounts of equity financing during the periods) than was experienced in the prior 3 years. However, this positive trend did not continue during the last quarter of the 2023 fiscal year and the entirety of fiscal year 2024 (and the first three quarters of 2025 through the date of this report). The Company raised very limited equity funds during such periods to meet some of its immediate needs, and therefore, the Company needs to raise substantial additional funds in the upcoming periods. The Company faced substantial demand for capital and operating expenditures for the fiscal year 2024 that we anticipate will continue (or increase) during the 2025 fiscal year and periods thereafter as it moves toward commercial implementation of its ARS, 3G Tech and development of JVs (including costs associated with additions of personnel to carry out the business activities of the Company) and, therefore, is likely to continue to face significant cash flow management issues due to limited capital resources and working capital constraints which had only begun to be alleviated during 2022 and 2023. As a result, the Company has faced, and continues to face, significant cash flow management challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of securities of the Company and members of the Company's senior management have from time-to-time made loans to the Company in the past and may do so in future periods.
Previous wording
Year to date ended December 31, 2024 the Company had a loss of $1,546,000 including $659,000 non-cash compensation expenses related to extension of warrants and options.
Current wording
Year to date ended March 31, 2025 the Company had a loss of $2,057,000 including $837,000 non-cash compensation expenses related to extension of warrants and options.
Previous wording
The constraints on available resources have had, and continue to have, negative effects on the pace and scope of the Company’s efforts to operate and develop its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative consequences. If the Company is able to raise needed funds during the remainder of the current fiscal year (and subsequent periods), of which there is no assurance, management will not need to consider deeper cuts (including additional personnel cuts) and/or curtailment of ongoing activities including research and development activities. The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, and to develop Projects. The Company anticipates that it will seek to raise from $3,000,000 to $10,000,000 or more debt and/or equity through sale of its equity securities (common, preferred and/or hybrid) and/or debt (including convertible) securities, and/or through use of ‘rights’ and/or warrants (new and/or existing) and/or license payments and/or through other means during the next twelve months. Further, Bion will be required to raise $15 million (or more) to fund the ARS for the Stovall JV beef project, in a combination of debt financing and equity investment. However, as discussed above, there is no assurance, especially in light of the difficulties the Company has experienced in many recent years and the extremely unsettled capital markets that presently exist for small pre-revenue companies like us, that the Company will be able to obtain the funds that it needs to stay in business, complete its technology development or to successfully develop its business and Projects. Ultimately, in the event the Company cannot secure additional financial resources, or complete a strategic transaction in the longer term, the Company may need to curtail or suspend its operational plans or current initiatives, or potentially liquidate its business interests, and investors may lose all or part of their investment.
Current wording
The constraints on available resources have had, and continue to have, negative effects on the pace and scope of the Company’s efforts to operate and develop its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative consequences. If the Company is able to raise needed funds during the remainder of the current fiscal year (and subsequent periods), of which there is no assurance, management will not need to consider deeper cuts (including additional personnel cuts) and/or curtailment of ongoing activities including research and development activities. The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, and to develop Projects. The Company anticipates that it will seek to raise from $3,000,000 to $10,000,000 or more debt and/or equity through sale of its equity securities (common, preferred and/or hybrid) and/or debt (including convertible) securities, and/or through use of ‘rights’ and/or warrants (new and/or existing) and/or license payments and/or through other means during the next twelve months. Further, Bion will be required to raise $15 million (or more) to fund its initial project, in a combination of debt financing and equity investment. However, as discussed above, there is no assurance, especially in light of the difficulties the Company has experienced in many recent years and the extremely unsettled capital markets that presently exist for small pre-revenue companies like us, that the Company will be able to obtain the funds that it needs to stay in business, complete its technology development or to successfully develop its business and Projects. Ultimately, in the event the Company cannot secure additional financial resources, or complete a strategic transaction in the longer term, the Company may need to curtail or suspend its operational plans or current initiatives, or potentially liquidate its business interests, and investors may lose all or part of their investment.
Previous wording
Bion is currently in discussions with several potential strategic partners in renewable energy (biogas/RNG and solar) and clean fuels, organic fertilizer distribution, and others involved in reducing the carbon footprint of livestock production, especially beef. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, the sectors have become closely intertwined, they are evolving quickly, and integrated solutions have become increasingly desired, but complex. Bion is now evaluating both European and U.S. renewable energy/clean fuels developers, operators, and investors to determine the best fit for moving forward with AD/RNG development for its own beef project(s), access to clean fuels value chains for its low-carbon fertilizers, animal waste treatment for others, both here and in the EU, as well as a development partner in industrial and municipal opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have expressed interest in the product. Bion believes that such relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently finished data acquisition at Fair Oaks needed to complete an independent engineering report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
Current wording
Bion is currently in discussions with several potential strategic partners in engineering, renewable energy (biogas/RNG) and clean fuels, organic fertilizer distribution, and others involved in reducing the environmental footprint of biogas and livestock production. With today’s U.S, and global emphasis on decarbonizing energy and the food supply chain, and their impacts on water and air pollution, the sectors have become closely intertwined. They are evolving quickly, and integrated solutions have become increasingly desired, but complex. Bion is now evaluating engineering and construction firms, biogas operators, and others as potential development partners for industrial opportunities. Further, with the recent OMRI Listing for its commercial fertilizer, the Company has initiated discussions with several large U.S. fertilizer manufacturers and distributors that have expressed interest in the product. Bion believes that such relationships could entail a direct investment in Bion, licensing fee, or some other ‘up front’ financial benefit to Bion, although there is no assurance that they will. The Company recently finished data acquisition at Fair Oaks needed to complete an independent engineering report that is critical to demonstrating the technology performance and economics of its ammonia recovery technology to potential strategic partners.
Previous wording
The Company has not made consistent lease payments since October 16, 2023 and has made no payments since October 31, 2024. The Company owes $75,000 in lease payments at December 31, 2024.
Current wording
The Company has not made consistent lease payments since October 16, 2023 and has made no payments since October 31, 2024. The Company owes $87,500 in lease payments at March 31, 2025.