Bion Files 8-K Detailing Corporate Changes

Rhea-AI Summary

Bion Environmental Technologies, Inc. (OTC QB: BNET) updated its shareholders via an SEC Form 8-K, detailing significant corporate changes. In 2021, 6,431,538 warrants were exercised for $4.82 million in gross proceeds before some expired unexercised. The company dissolved its subsidiary, Bion PA 1, which had total assets of $297.01 but liabilities of over $10 million. Bion also proposed amendments to its bylaws and articles, including increasing the authorized shares from 100 million to 250 million. Additionally, a new Equity Incentive Award Plan awaits shareholder approval.

Positive

• Raised $4.82 million from exercised warrants in 2021.
• Ongoing development of the beef demonstration project indicates future revenue potential.
• Proposed increase in authorized shares may facilitate capital raising for large-scale projects.

Negative

• Bion PA 1 had significant liabilities exceeding $10 million at dissolution.
• Prior subsidiary dissolution could indicate past operational challenges.

NEW YORK, Jan. 4, 2022 /PRNewswire/ -- Bion Environmental Technologies, Inc. (OTC QB: BNET), a developer of advanced livestock waste treatment technology that largely mitigates environmental impacts while recovering high-value coproducts, announced it has filed an SEC Form 8-K detailing recent events, including warrants exercised, dissolution of the Bion PA1, LLC, subsidiary, Board approval of amended and restated bylaws and articles of incorporation, as well as the 2021 Equity Incentive Award Plan, both subject to shareholder approval.

Full text of the 8-K is available at OTC Markets and on SEC's Edgar.

Highlights include:

Warrant Exercise
During the 2021 calendar year, 6,431,538 warrants (scheduled to expire on December 31, 2021) were exercised at $.75 per share, resulting in $4,823,651 of gross proceeds. 648,142 warrants expired unexercised on December 31, 2021.

Dissolution of Bion PA 1, LLC (Bion PA 1)
Bion authorized the complete liquidation and dissolution of its wholly-owned subsidiary, Bion PA 1, a Colorado limited liability company, which dissolved December 29, 2021. As of September 30, 2021, Bion PA 1's total assets were $297.01 and its total liabilities were $10,154,334 (including the Pennvest Loan in the aggregate amount of $9,939,148, accounts payable of $214,235.52 and accrued liabilities of $950). Bion believes that subsequent to the dissolution of Bion PA 1, Bion PA 1's assets and liabilities, included in the Company's consolidated balance sheet in its Form 10-Q for the quarter ended September 30, 2021, will no longer be consolidated and included in Bion's balance sheet. 

Amended and Restated (A&R) Bylaws and Articles of Incorporation
The A&R Bylaws include several procedural issues related to board and shareholder meetings, as well as a change to the indemnification of officers and directors in defense of a proceeding.

The A&R Articles of Incorporation include the following amendment, which has been recommended to the shareholders for approval: increasing the authorized number of shares of capital stock from 100,000,000 shares of common stock and 10,000,000 shares of preferred stock to 250,000,000 shares of common stock and 10,000,000 shares of preferred stock.

2021 Equity Incentive Award Plan 
The Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance unit awards that may be granted under the Plan to the Company's employees, directors, consultants and independent contractors.  If approved by the shareholders at the Company's 2022 Annual Meeting, the Plan will succeed and replace the Company's 2006 Consolidated Incentive Plan, as amended.

Craig Scott, Bion's director of communications, stated, "As we move forward with the commercialization of our 3G Tech platform and associated business model, access to ever-larger capital markets will be required to develop the large-scale projects needed to supply even a small fraction of the $66 billion beef industry. With development of the beef demonstration project underway, and progress with several other key initiatives, we look forward to increasing our visibility in both the retail and institutional capital markets. As part of those efforts, we intend to pursue an uplisting to a national exchange at the appropriate time."

About Bion: Bion's patented third generation (3G) technology was designed to substantially reduce the environmental impacts of large-scale livestock production and deliver a USDA-certified sustainable product to the consumer. The platform simultaneously recovers high-value coproducts and renewable energy that increase revenues. Bion's 3G tech platform can provide low-cost high-impact solutions to the air and water quality issues related to livestock production, while creating a pathway to economic and environmental sustainability with 'win-win' benefits for at least a premium sector of the $175 billion U.S. livestock industry and the consumer. For more information, see Bion's website, www.bionenviro.com. 

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words 'will', 'anticipate', believe', 'potential', and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes.

View original content:https://www.prnewswire.com/news-releases/bion-files-8-k-detailing-corporate-changes-301453616.html

SOURCE Bion Environmental Technologies, Inc.

FAQ

What recent corporate changes did Bion Environmental Technologies announce?

Bion announced its filing of an SEC Form 8-K detailing warrant exercises, dissolution of its subsidiary, and amendments to its bylaws and articles of incorporation.

How much money did Bion raise from warrant exercises in 2021?

Bion raised approximately $4.82 million from 6,431,538 warrants exercised at $0.75 per share.

What liabilities did Bion PA 1 have before its dissolution?

Bion PA 1 had total liabilities exceeding $10 million, including a significant loan.

What is the purpose of Bion's proposed Equity Incentive Award Plan?

The plan aims to grant stock options and awards to employees, replacing the previous plan, subject to shareholder approval.

Why is Bion increasing its authorized shares?

Increasing authorized shares from 100 million to 250 million aims to facilitate capital raising for future projects.