BION ENVIRONMENTAL TECHNOLOGIES INC
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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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.
Dec 31, 2025 · Filed Feb 17, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001079973-25-001750
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-17.
0001079973-26-000233
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 103 previous paragraphs and 126 current paragraphs.
72 unchanged; 27 reworded; 20 added; 4 removed; 0 previous and 7 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 (20)
Current report
Since January 2026, the Bion Loan Group (BLG) has agreed to several forbearance agreements, extending the maturity date of their note. The note now bears interest at 9%, along with other minor modifications detailed above inNote 5. Notes Payable: Note payable - related party andSubsequent Events. The maturity date of the BLG note, based on the last forbearance agreement, is June 30, 2026. BLG also extended their agreement to share their collateral with investors in the three prior Shareholder Note offerings, with investors participating in a new offering, dated January 8, 2026.
Current report
Q. On December 5, 2025, the Company entered into an MOU (Memorandum of Understanding) with Kimmeridge Energy Management, LLC, (New York, New York) outlining a preliminary framework to explore the use of Bion’s ammonia recovery technology at a large Renewable Natural Gas (RNG) facility. Under the MOU, the Company and Kimmeridge together will share costs and collaborate on engineering work, fertilizer sample production, testing, and agronomic validation, life-cycle analysis (including CI scoring), and commercial planning. They will also evaluate and negotiate a joint Venture to develop an Ammonia Recovery System (ARS) to produce premium organic fertilizers at a potential RNG facility operated by an affiliate of Kimmeridge.
Current report
As part of the MOU, the Company has granted Kimmeridge a limited Right of First Refusal (“ROFR”) on a 10 million share equity investment in the Company during the evaluation period, at a price that is a premium to the current market price. To place the MOU in the context of the Company’s business plan (and its existing public disclosure), if the contemplated JV moves forward on the timelines anticipated, active development of a potential RNG facility could commence in the second quarter of calendar 2026.
Current report
As part of its immediate responsibilities under the MOU, the Company will initiate a Front-End Loading Level 1 (“FEL-1” engineering study addressing the integration of its ammonium bicarbonate technology with digestate produced by an RNG Facility. The study will include preliminary process design, mass and energy balances, equipment configuration, utilities requirements, site-integration considerations, and preliminary capital and operating cost estimates for an Ammonium Bicarbonate fertilizer production facility. The Company will dedicate Ammonium Bicarbonate production, as directed by Kimmeridge, to mutually agreed partners and universities for product validation, agronomic testing, and market-development activities.
Current report
Salaries and related payroll tax expenses were $1,000 and $1,000 for the three months ended December 31, 2025 and 2024, respectively. Consulting costs were nil and nil for the three months ended December 31, 2025 and 2024, respectively. Legal costs were $6,700 and $5,600 for the three months ended December 31, 2025 and 2024, respectively.
Current report
Other expense was $73,000 and $31,000 for the three months ended December 31, 2025 and 2024, respectively.
Current report
SIX MONTHS ENDED DECEMBER 31, 2025 COMPARED TO THE SIX MONTHS ENDED DECEMBER 31,2024
Current report
Revenue
Current report
General and Administrative
Current report
Total general and administrative expenses were $744,000 and $1,296,000 for the six months ended December 31, 2025 and 2024, respectively.
Current report
Salaries and related payroll tax expenses were $174,000 and $184,000 for the six months ended December 31, 2025 and 2024, respectively. Consulting costs were $124,000 and $90,000 for the six months ended December 31, 2025 and 2024, respectively. Investor relations expenses were $20,000 and $6,000 for the six months ended December 31, 2025 and 2024, respectively. Legal costs were $8,600 and $1,000 for the six months ended December 31, 2025 and 2024, respectively.
Current report
Depreciation
Current report
Total depreciation expense was nil and $490 for the six months ended December 31, 2025 and 2024, respectively.
Current report
Research and Development
Current report
Total research and development expenses were $15,000 and $14,000 for the six months ended December 31, 2025 and 2024, respectively.
Current report
Salaries and related payroll tax expenses were $3,000 and $3,000 for the six months ended December 31, 2025 and 2024, respectively. Consulting costs were nil and nil for the six months ended December 31, 2025 and 2024, respectively. Legal costs were $11,500 and $10,300 for the six months ended December 31, 2025 and 2024, respectively.
Current report
Loss from Operations
Current report
As a result of the factors described above, the loss from operations was $759,000 and $1,310,000 for the six months ended December 31, 2025 and 2024 respectively.
Current report
Other (Income)/Expense
Current report
Other expense was $178,000 and $236,000 for the six months ended December 31, 2025 and 2024, respectively.
Removed paragraphs (4)
Previous report
Effective May 29, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, extending the maturity date of the BLG Note to July 15, 2025 (See Bion’s Form 8-K, dated April 17, May 30 and July 24, 2025). Under the terms of the Forbearance Agreement, the amounts outstanding under the Note began to bear interest at a rate of 9% per annum.
Previous report
On July 24, 2025, the Company entered into a Forbearance Agreement with Bion BLG, LLC, (effective July 15, 2025) extending the maturity date of the BLG Note to January 15, 2026 (attached as exhibit). The agreement was ratified by Bion’s Board on July 24, 2025. Under the terms of the Forbearance Agreement, the amounts outstanding under the Note will continue to bear interest at a rate of 9% per annum. Bion agreed to a new formula to determine BLG’s obligation for up to $100,000 in legal costs related to litigation over delinquent payment for construction costs incurred at Bion’s demonstration facility near Fair Oaks, IN (see Bion’s Forms 8-K, dated April 7 and 17, 2025). Bion BLG, LLC, also extended their agreement to share their collateral with investors in the three prior Shareholder Note offerings, with investors participating in a new offering, dated July 25, 2025.
Previous report
Salaries and related payroll tax expenses were $1,400 and $1,400 for the three months ended September 30, 2025 and 2024, respectively. Consulting costs were nil and nil for the three months ended September 30, 2025 and 2024, respectively.
Previous report
******Other expense was $105,000 and $206,000 for the three months ended September 30, 2025 and 2024, respectively.
Reworded paragraphs (27)
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 $6.0 million at September 30, 2025 which represents a decrease of approximately $1.2M from June 30, 2025 (largely due to Settlement Agreements detailed inP below). Similarly, the Company’s cash on hand increased from approximately $4,400 to approximately $27,700 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2025 fiscal year, which has continued throughout the first three 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 $6.3 million at December 31, 2025 which represents a decrease of approximately $852,000 from June 30, 2025 (largely due to Settlement Agreements detailed inP below). Similarly, the Company’s cash on hand increased from approximately $4,400 to approximately $6,300 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2025 fiscal year, which has continued throughout the six months of the current fiscal year to date.
Previous wording
I: To help alleviate short-term cash needs for continued operations, in August, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director (at that time); Bob Weerts, (now-deceased former Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and provided short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts own 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note will bear interest at a rate of 7.5% per annum and the maturity date is April 15, 2025. As of the filing date, BLG has advanced $440,213. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a Note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing.
Current wording
**I:**To help alleviate short-term cash needs for continued operations, in August, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director (at that time); Bob Weerts, (now-deceased former Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and provided short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts own 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note will bear interest at a rate of 7.5% per annum and the maturity date was April 15, 2025. As of the filing date, BLG has advanced $449,463, including accrued interest of $41,728. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a Note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing.
Previous wording
**J:**In November, the Company launched a secured promissory note offering (Shareholder Notes) to previous investors/shareholders (and certain others) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position the Company for the larger offering/ funding that will be required. As of filing date, Bion has raised $916,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing or planned facility.
Current wording
**J:**In November 2025, the Company launched a secured promissory note offering (Shareholder Notes) to previous investors/shareholders (and certain others) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position the Company for the larger offering/ funding that will be required. As of filing date, Bion has raised $1,050,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing or planned facility.
Previous wording
Bion pivoted to devote almost all its 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 both existing and planned large-scale livestock facilities integrated with digesters, since they have waste streams for which the ARS has been optimized. Further, we have and will continue to devote resources to pursuing opportunities in the 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 not abandoned our opportunity to develop integrated sustainable livestock projects, which we believe our technology and business model is best suited for. However, we believe the bolt-on business opportunity has the advantage of requiring substantially less capital and could represent a much shorter path to fertilizer production and revenues. We intend to revisit integrated projects if and when it is in our interests to do so.
Current wording
Bion pivoted to devote almost all its 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 both existing and planned large-scale livestock facilities integrated with digesters, since they have waste streams for which the ARS has been optimized. We are equally focused on pursuing opportunities in the 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 not abandoned our opportunity to develop integrated sustainable livestock projects, which we believe our technology and business model is best suited for. However, we believe the bolt-on business opportunity has the advantage of requiring substantially less capital and could represent a much shorter path to fertilizer production and revenues. We intend to revisit integrated projects if and when it is in our interests to do so.
Previous wording
The Company’s on-going difficulties raising needed funds over the past two years have rendered the Company unable to meet its current creditor obligations on a timely basis. The Company has engaged in discussion/negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but has been unable to reach agreements regarding payments due to the uncertainty as to if, when, and how much funding the Company will be able to raise in future periods. As a result, the primary contractor has filed a mechanics in Indiana and is pursuing action in federal court, and other creditors are threatening to commence or have commenced litigation and/or repossess/remove leased equipment. The Company is behind on its lease payments related to the site of the Initial Project. We have resumed payments to certain creditors, whose services the Company requires to continue operations at Fair Oaks, including partial lease payments to the property lessor (and ongoing supplier of digestate). Discussions and ultimate resolution are ongoing and subject to court proceedings (seeK, above) and Bion’s ability to raise capital in a timely manner.
Current wording
The Company’s on-going difficulties raising needed funds over the past two years have rendered the Company unable to meet its current creditor obligations on a timely basis. The Company engaged in early discussion/negotiation with its larger creditors (including its largest creditor--- the primary contractor on the Initial Project) but was unable to reach agreements regarding payments due to the uncertainty as to if, when, and how much funding the Company would be able to raise in future periods. As a result, the primary contractor has filed a mechanics in Indiana and is pursuing action in federal court, and other creditors are threatening to commence or have commenced litigation and/or repossess/remove leased equipment. We intend to reopen discussion with our creditors in February 2026, now that we believe we can present a pathway to a settlement. The Company is behind on its lease payments related to the site of the Initial Project. We have resumed payments to certain creditors, whose services the Company requires to continue operations at Fair Oaks, including partial lease payments to the property lessor (and ongoing supplier of digestate). Discussions and ultimate resolution are ongoing and subject to court proceedings (seeK, above) and Bion’s ability to raise capital in a timely manner.
Previous wording
Bion has continued to raise minimal capital through our Shareholder Note Offerings and we have implemented extreme cost savings measures: maintaining only mission-critical operations and funding. Despite the Company’s financial state, the technology has been optimized and proven, the requisite organic approvals for the fertilizer have been obtained, initial offtake partners have been identified, and (nonbinding) agreements executed. We are now 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, agriculture, and livestock production. Bion is now evaluating a number of these as potential development and finance partners for project opportunities. Further, the Company has initiated discussions with several large U.S. organic fertilizer manufacturers and distributors that have demonstrated interest in the product. Bion believes that any of these industry 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.
Current wording
Bion has continued to raise minimal capital through our Shareholder Note Offerings and we have implemented extreme cost savings measures: maintaining only mission-critical operations and funding. Despite the Company’s financial state, the technology has been optimized and proven, the requisite organic approvals for the fertilizer have been obtained, initial offtake partners have been identified, and (nonbinding) agreements executed. We are now 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, agriculture, and livestock production. Bion has entered into an MOU with a large Private Equity fund with an interest in developing a large RNG facility and making a significant investment in the Company. Bion has granted them a Right of First Refusal on 10 million shares at a premium to current market. Bion is now evaluating a half dozen other potential development and finance partners for project opportunities. Further, the Company has initiated discussions with several large U.S. organic fertilizer manufacturers and distributors that have demonstrated interest in the product. Three of the larger ones have executed non-binging LOI’s to acquire fertilizer as soon as it becomes available. Bion believes that any of these industry relationships could also 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.
Previous wording
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,2024
Current wording
THREE MONTHS ENDED DECEMBER 31, 2025 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31,2024
Previous wording
Total general and administrative expenses were $470,000 and $959,000 for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Total general and administrative expenses were $274,000 and $336,000 for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
Salaries and related payroll tax expenses were $89,000 and $95,000 for the three months ended September 30, 2025 and 2024, respectively. Consulting costs were $59,000 and $45,000 for the three months ended September 30, 2025 and 2024, respectively. Investor relations expenses were $17,000 and $($57,000) for the three months ended September 30, 2025 and 2024, respectively. Legal costs were $8,000 and nil for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Salaries and related payroll tax expenses were $86,000 and $89,000 for the three months ended December 31, 2025 and 2024, respectively. Consulting costs were $65,000 and $45,000 for the three months ended December 31, 2025 and 2024, respectively. Investor relations expenses were $4,000 and $64,000 for the three months ended December 31, 2025 and 2024, respectively. The difference of $60,000 was a result of reducing investor relations spending to conserve cash. Legal costs were $179 and $1,000 for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
Total depreciation expense was nil and $285 for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Total depreciation expense was nil and $205 for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
Total research and development expenses were $6,500 and $6,400 for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Total research and development expenses were $8,000 and $7,000 for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the loss from operations was $477,000 and $966,000 for the three months ended September 30, 2025 and 2024 respectively.
Current wording
As a result of the factors described above, the loss from operations was $282,000 and $344,000 for the three months ended September 30, 2025 and 2024 respectively.
Previous wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $44,000 and $25,000 for the three months ended September 30, 2025 and 2024, respectively. Interest expense related to warrant modifications was $61,000 and $181,000 for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $44,000 and $55,000 for the three months ended December 31, 2025 and 2024, respectively. Interest expense related to warrant modifications was $29,000 and $181,000, for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $581,000 and $1,172,000 for the three months ended September 30, 2025 and 2024, respectively, and the net loss per basic common share was $.01 and $.02 for the three months ended September 30, 2025 and 2024, respectively.
Current wording
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $355,000 and $374,000 for the three months ended December 31, 2025 and 2024, respectively, and the net loss per basic common share was $.01 and $.01 for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
Stock-based compensation for the three months ended September 30, 2025 and 2024 were $117,000 and $659,000, respectively.
Current wording
Stock-based compensation for the six months ended December 31, 2025 and 2024 were $117,000 and $659,000, respectively.
Previous wording
The Company's condensed consolidated financial statements for the nine months ended September 30, 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, 2025 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 six months ended December 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, 2025 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 September 30, 2025, the Company had cash of approximately $28,000. During the three months ended September 30, 2025, net cash used in operating activities was $248,000, 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 $271,000 in debt funding. During the three months ended September 30, 2024, net cash used in operating activities was $218,000, 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, a total of $202,000 in debt funding.
Current wording
As of December 31, 2025, the Company had cash of approximately $6,000. During the six months ended December 31, 2025, net cash used in operating activities was $421,000, 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 $423,000 in debt funding. 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 expenses as well as the purchase of property and equipment. Cash expenditures were offset by proceeds from financing activities, a total of $445,000 in debt funding.
Previous wording
During the three months ended September 30, 2025 and 2024, the Company invested nil and nil in the purchase of property and equipment, respectively. The decrease was due to the Company’s effort to conserve cash.
Current wording
During the six months ended December 31, 2025 and 2024, the Company invested nil and nil in the purchase of property and equipment, respectively, due to the Company’s effort to conserve cash.
Previous wording
During the three months ended September 30, 2025, the Company received net cash proceeds of $240,000 from convertible notes payable, less $1,250 in commissions, $25,000 from demand note and $8,000 from notes payable from related parties.
Current wording
During the six months ended December 31, 2025, the Company received net cash proceeds of $400,000 from convertible notes payable, less $9,000 in commissions, $25,000 from demand note and $8,000 from notes payable from related parties.
Previous wording
As of September 30, 2025, the Company has debt obligations, including accrued interest, consisting of: a) deferred compensation of $1,087,000, b) convertible notes payable of $1,315,000, c) convertible bridge note payable of $464,000, d) notes payable related party of $440,000 and demand note of $25,000. As of September 30, 2024, the Company had debt obligations of a) deferred compensation of $957,000, and b) convertible notes payable – affiliates of $1,718,000 and c) current note payable including accrued interest of $630,000 and d) notes payable including accrued interest of $127,000.
Current wording
As of December 31, 2025, the Company has debt obligations, including accrued interest, consisting of: a) deferred compensation of $1,177,000, b) convertible notes payable of $1,494,000, c) convertible bridge note payable of $472,000, d) notes payable related party of $450,000 and demand note of $26,000. As of December 31, 2024, the Company had debt obligations of a) deferred compensation of $1,031,000, and b) convertible notes payable – affiliates of $1,728,000 and c) convertible note payable including accrued interest of $437,000 and d) notes payable including accrued interest of $407,000.
Previous wording
As of September 30, 2025, the Company had cash of approximately$28,000.
Current wording
As of December 31, 2025, the Company had cash of approximately $6,000.
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 years 2024 and 2023 (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 2025 fiscal year (and the first two quarters of 2026 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 has faced substantial demand for capital and operating expenditures for the fiscal year 2025 that we anticipate will continue (or increase) during the 2026 fiscal year and periods thereafter as it moves toward commercial implementation of its 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 2024 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 years 2024 and 2023 (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 2025 fiscal year (and the first three quarters of 2026 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 has faced substantial demand for capital and operating expenditures for the fiscal year 2025 that we anticipate will continue (or increase) during the 2026 fiscal year and periods thereafter as it moves toward commercial implementation of its 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 2024 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
For the three months ended September 30, 2025 the Company had a loss of $581,000 including $117,000 non-cash compensation expenses related to extension of warrants and options.
Current wording
For the six months ended December 31, 2025 the Company had a loss of $936,000 including $117,000 non-cash compensation expenses related to extension of warrants and options.
Previous wording
To help alleviate short-term cash needs for continued operations, in August 2024, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, previous Director; Bob Weerts, now-deceased Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and provided short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts own 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note bears interest at a rate of 9% per annum and the maturity date is January 15, 2026. As of the filing date, BLG has advanced $407,384. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a secured promissory note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing. The Company has entered into two forbearance agreement that raised the interest rate to 9% and extended the maturity date to January 15, 2026.
Current wording
To help alleviate short-term cash needs for continued operations, in August 2024, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, previous Director; Bob Weerts, now-deceased Director) and two shareholders (one of whom is the brother of Greg Schoener) began advancing money to Bion to cover critical payables. They subsequently formed a loan group, BION BLG, LLC (“BLG”), and provided short-term funding for Bion in a secured promissory note of up to $500,000. Schoener, Weerts, and the two non-affiliate members were also large Bion shareholders, prior to the formation of BLG. As a group, Schoener, Stovall, and Weerts owned 60% of BLG, which has a security interest in the Company’s Intellectual Property. The BLG note bears interest at a rate of 9% per annum and the maturity date is June 30, 2026. As of the filing date, BLG has advanced $407,735. The BLG note will convert into Units (shares and/or warrants) in the Company at the terms of a later capital raise, in which Bion crosses the threshold of $3 (three) million in aggregate capital raised (or other source of funding, and other terms as defined in the note). If the Company is unable to complete such funding within six (6) months, it will be in default of the BLG note, which is secured by the Company’s Intellectual Property (“IP” “Collateral”). BLG will share the Collateral on a pro rata basis with investors in a secured promissory note with similar terms being offered to previous Bion investors. The BLG note and security agreements contain other terms set forth therein and are included as exhibits to this filing. The Company has entered into three forbearance agreements; the second that raised the interest rate to 9% and the third that extended the maturity date to June 30, 2026.
Previous wording
In November, the Company launched a secured promissory note offering to previous investors/shareholders (and certain others) (“Shareholder Notes”) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required. As of the filing date, Bion has raised $816,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing or planned facility.
Current wording
In November 2025, the Company launched a secured promissory note offering to previous investors/shareholders (and certain others) (“Shareholder Notes”) with similar terms to the BLG note. Based on feedback from shareholders and registered representatives with which the Company has long standing relationships, management believed at that time that sufficient capital could be raised with this group to 1) continue to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2) move forward with pre-development work on the Stovall project, 3) continue discussions with potential strategic partners, and 4) position ourselves for the larger offering/ funding that will be required. As of the filing date, Bion has raised $1,050,000 in the Shareholder Note offerings. Further, Bion has changed its focus from pre-development work on the Stovall project, to an initial bolt-on project at an existing or planned facility.
Previous wording
Bion is 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, agriculture, and livestock production. Bion is now evaluating a number of these as potential development and finance partners for project 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 demonstrated interest in the product. Bion believes that these industry 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.
Current wording
Bion is 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, agriculture, and livestock production. Bion is now evaluating a number of these as potential development and finance partners for project opportunities and recently signed an MOU with Kimmeridge Energy Management for a potential large RNG facility, that includes a Right of First Refusal on 10 million shares of Bion stock at a premium to the current market. 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 demonstrated interest in the product. Bion believes that these industry relationships could also 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.
Previous wording
The Company has not made consistent lease payments since October 16, 2023. The Company made a payment of $10,500 in Oct 2024, $6,250 in February 2024 and subsequent to quarter end a payment of $6,250 in October 2025. The Company owes $125,000 in lease payments at September 30, 2025.
Current wording
The Company has not made consistent lease payments since October 16, 2023. The Company made a payment of $10,500 in October 2024 and $6,250 in February, October and November 2025. The Company owes $131,250 in lease payments at December 31, 2025.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Stock-based compensation for the three months ended December 31, 2025 and 2024 were nil and nil, respectively.
Current report — wording carried from elsewhere
Total revenues were nil for both the six months ended December 31, 2025 and 2024.
Current report — wording carried from elsewhere
Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $87,000 and $55,000 for the six months ended December 31, 2025 and 2024, respectively. Interest expense related to warrant modifications was $90,000 and $181,000 for the six months ended December 31, 2025 and 2024, respectively.
Current report — wording carried from elsewhere
Net Loss Attributable to the Noncontrolling Interest
Current report — wording carried from elsewhere
The net loss attributable to the noncontrolling interest was nil and nil for the six months ended December 31, 2025 and 2024, respectively.
Current report — wording carried from elsewhere
Net Loss Attributable to Bion’s Common Stockholders
Current report — wording carried from elsewhere
As a result of the factors described above, the net loss attributable to Bion’s stockholders was $936,000 and $1,546,000 for the six months ended December 31, 2025 and 2024, respectively, and the net loss per basic common share was $.02 and $.03 for the six months ended December 31, 2025 and 2024, respectively.