BNET — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-29

• Until May 2024 (prior to Mr. O’Neill’s departure), Bion was focused on building multiple integrated beef projects as described below.

• At the end of May 2024, a new core leadership team was installed (see Item 10) that pivoted Bion away from large integrated livestock projects to devote almost all its resources on the bolt-on business opportunity: using the ARS as a standalone ammonia control solution for others’ biogas production …

• Our leadership team believes, despite the difficulties Bion has faced, the Company is now ready for successful commercial launch, having accomplished the following:

• Settlement agreements were executed with legacy principals that substantially simplified the capital structure and reduced potential dilution (see Notes 6 & 8, Giveback and Settlement Agreements);

• Settlement agreements were executed with creditors related to the Fair Oaks demonstration facility (see Notes 8, 11, Item 3, Hamstra and North Prairie Holdings Settlements).

Text removed vs the prior filing · source: 10-K · 2025-09-29

• At the end of May 2024, a new core leadership team was installed (see H and I, below) and a short-term funding strategy was implemented (see K, below) while longer term capital solutions were pursued. These efforts are ongoing. Our new leadership team believes the difficulties Bion has faced are out…

• 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 liabi…

• B: Previous management believed that the Initial Project had reached the point where it could be appropriately deemed ‘placed in service’ at January 1, 2024. However, discussions with the key technical and engineering personnel involved at the Initial Project during the recently concluded prior fisc…

• Further, after extensive discussion between previous management and the Board, it was determined that the ‘carrying value’ of the Initial Project, as of that date, be reduced to $0 on the Company balance sheet, in order to conform with accepted accounting practices. Bion’s technology demonstration s…

• C: On September 28, 2023, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including a convertible promissory note (“Note”) and a binding subscription agreement (“Subscription”) (collectively the Note and the Subscription are the “Bridge Loan Agreements”) wit…

Text added vs the prior filing · source: 10-K · 2026-09-29

• ·we depend on a limited number of prospective projects, and the loss or delay of any of them could materially harm our business.

• ·the possibility that markets for organic and low-carbon fertilizer products, clean fuels and energy, and eco-friendly/ sustainable beef, will be slow to develop (or not develop at all);

• ·changes in political administrations, both at the federal, state, and local levels, and their impact on policies related to project development, renewable energy and clean fuels tax and other credits, and advanced low-carbon and organic fertilizers;

• ·failure to attract strategic partners that can supply needed expertise and resources in the various sectors we ‘touch’, such as renewable energy/clean fuels, fertilizers, agriculture and livestock;

• ·the substantial capital expenditures required for the Company’s proposed JV (and future JVs) and development/construction of the Company's proposed Projects and facilities and the related need to fund such capital requirements through commercial banks and/or public or private securities markets;

Text removed vs the prior filing · source: 10-K · 2025-09-29

• · the possibility that markets for organic and low-carbon fertilizer products, clean fuels and energy, and eco-friendly/ sustainable beef, will be slow to develop (or not develop at all);

• · changes in political administrations, both at the federal, state, and local levels, and their impact on policies related to project development, renewable energy and clean fuels tax and other credits, and advanced low-carbon and organic fertilizers;

• · failure to attract strategic partners that can supply needed expertise and resources in the various sectors we ‘touch’, such as renewable energy/clean fuels, fertilizers, agriculture and livestock;

• · the substantial capital expenditures required for the Company’s proposed JV (and future JVs) and development/construction of the Company's proposed Projects and facilities and the related need to fund such capital requirements through commercial banks and/or public or private securities markets;

• · changes in political administration, especially at the federal level, and their impact on availability of capital for projects;

Text added vs the prior filing · source: 10-K · 2026-09-29

• On September 28, 2023, the Company entered into an agreement for a $1,500,000 bridge loan with SEB LLC, a non-affiliated party (the "Lender"), and executed a convertible promissory note (the "Note") and a binding subscription agreement (together, the "Bridge Loan Agreements"). The Bridge Loan Agreem…

• On May 10, 2024, the Company received an additional $150,000 from affiliates of the Lender, in connection with discussions regarding a potential larger investment by affiliates and/or associates of the Lender. The larger transaction was never completed. The Company has included the $150,000 in the c…

• The Note matured on October 1, 2024 and has not been repaid or converted. As a result, the Company has been in default under the Note since that date. The balance of the Note, including accrued interest, was $491,256 as of June 30, 2026. The Company is in discussions with representatives of the Lend…

• Hamstra Builders and Dilling Group. On March 31, 2025, Dilling Group, Inc., a subcontractor on the Company's Ammonia Recovery System demonstration facility at Fair Oaks, Indiana, filed suit to recover unpaid invoices, as disclosed in the Company's Form 8-K dated April 7, 2025. On April 16, 2025, the…

• On July 14, 2026, the Company executed a Settlement Agreement with Hamstra, which, together with a separate agreement between Hamstra and Dilling Group, resulted in the dismissal of all mechanic's liens and litigation related to the construction of the Fair Oaks facility. Under the Settlement Agreem…

Text removed vs the prior filing · source: 10-K · 2025-09-29

• The Company is currently involved in no litigation matters except:

• On September 28, 2023, in order to partially mitigate the problems discussed above, the Company entered into an agreement for a $1,500,000 bridge loan and executed documents including a convertible promissory note (“Note”) and a binding subscription agreement (“Subscription”) (collectively the Note …

• As is described in the Company’s Financial Statements included herein and discussed in the Notes to the Financial Statements, the Company has had on-going difficulties raising needed funds for its operations/activities over the past 3 years which has rendered the Company unable to meet its current c…

Text added vs the prior filing · source: 10-K · 2026-09-29

• Until May 2024 (prior to Mr. O’Neill’s departure), Bion was focused on building multiple integrated beef projects as described below.

• At the end of May 2024, a new core leadership team was installed (see Item 10) that pivoted Bion away from large integrated livestock projects to devote almost all its resources on the bolt-on business opportunity: using the ARS as a standalone ammonia control solution for others’ biogas production …

• Our leadership team believes, despite the difficulties Bion has faced, the Company is now ready for successful commercial launch, having accomplished the following:

• Settlement agreements were executed with legacy principals that substantially simplified the capital structure and reduced potential dilution (see Notes 6 & 8, Giveback and Settlement Agreements);

• Settlement agreements were executed with creditors related to the Fair Oaks demonstration facility (see Notes 8, 11, Item 3, Hamstra and North Prairie Holdings Settlements).

Text removed vs the prior filing · source: 10-K · 2025-09-29

• At the end of May 2024, a new core leadership team was installed (see H and I, above) and a short-term funding strategy was implemented (see K, above) while longer term capital solutions were pursued. These efforts are ongoing. Our new leadership team believes the difficulties Bion has faced are out…

• THERE IS NO ASSURANCE THAT THE COMPANY WILL REACH OR APPROACH THE GOALS/TARGETS SET FORTH ABOVE. REACHING SUCH GOALS/TARGETS WILL REQUIRE RESOLUTION OF THE COMPANY’S EXISTING FINANCIAL DIFFICULTIES AND ACCESS TO VERY LARGE AMOUNTS OF CAPITAL (EQUITY AND DEBT) AS EACH BOLT-ON PROJECT IS PROJECTED TO …

• YEAR ENDED JUNE 30, 2025 COMPARED TO THE YEAR ENDED JUNE 30, 2024

• Total revenues were nil for both the years ended June 30, 2025 and 2024.

• Total general and administrative expenses were $2,145,000 and $2,046,000 for the years ended June 30, 2025 and 2024, respectively.