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SUBSEQUENT EVENTS:
3 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS:

9.        SUBSEQUENT EVENTS:

 

The Company has evaluated events that occurred subsequent to September 30, 2024 for recognition and disclosure in the financial statements and notes to the financial statements.

 

On October 1, 2024, Bion defaulted under the terms of the convertible bridge loan with SEB, LLC. As described in Note 5 Notes Payable, SEB, LLC, had previously defaulted on its obligation under the agreement and the Company is currently involved in discussions with representatives of SEB in an effort to achieve a mutually satisfactory resolution to the issue.

 

On October 22, 2024, the Board of Directors ratified an agreement with BION BLG, LLC, (“BLG”) to help alleviate short-term cash needs to continue operations. In August, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director; Bob Weerts, 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, BLG, and have continued to provide 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 date of filing, BLG has advanced $336,957.. 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.

 

On November 1, 2024, the Company executed a selling agreement with KCD Financial (a FINRA-registered broker/dealer whom the Company has a long-standing relationship), marking the launch of a secured promissory note offering (dated October 20, 2024) 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 believes that sufficient capital can 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. However, there can be no assurance the Company will be successful in its efforts to obtain such financing.