BNET 10-K & 10-Q changes, risk factors and insider trading

These factors include potential conflicts of interest related to the BLG loan group, its control by twoone of Bion’s Directors and key management, and its security position in the Company’s IP (see below,Note Item5 KNote payable – related party (BLG)), adverse economic conditions, entry of new and stronger competitors, inadequate capital and limited ability to obtain financing, needed personnel and equipment, unexpected costs, failure (or delay) to gain product certifications and/or regulatory approvals in the United States (or particular states) or foreign countries, loss (permanently or for any extended period of time) of the services of members of the Company’s small core management team and failure to obtain access to new markets. Additional risks and uncertainties that may affect forward looking statements about Bion's business and prospects include: i) the possibility that markets for eco-friendly/sustainable beef, organic and low-carbon fertilizer products, and clean fuels will be slow to develop (or not develop at all), ii) the possibility that competitors will develop more comprehensive and/or less expensive environmental solutions, viii) delays in market awareness of Bion and our Systems, iv) uncertainties and costs increases related to research and development efforts to update and improve Bion’s technologies and applications thereof, and/or v) delays and/or costs exceeding expectations relating to Bion's development of the Initial Project, JVs and/or Projects and vi) failure of marketing strategies, each of which could have both immediate and long term material adverse effects by placing us behind our competitors and requiring expenditures of our limited resources.

The Company has been under substantial financial and and management stress over the past eighteensix (186) months.years. Covid-related delays during technology pilot development at Buflovak in New York, followed by post-Covid supply chain disruptions during construction of our demonstration facility at Fair Oaks, have led to extreme difficulties in raising needed funds. These delays prevented us from meeting our project development and related capital timelines, and were further compounded by the death (following extended illness) of Dominic Bassani, who most recently served as our COO from May 2022 after serving as our CEO for the prior decade, the subsequent resignation of Bill O’Neill, Dominic’s replacement at the CEO position, effective May 31, 2024, followed by the retirement of Mark A. Smith, the Company’s President, General Counsel and Chief Financial Officer, effective July 31, 2024.

AtDuring the endpast oftwo 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 difficultiesyears, Bion has facedworked areto outweighedestablish itself as a credible and capable participant in the livestock waste treatment, renewable energy, and sustainable agriculture markets. Management believes its ARS technology has the potential to fundamentally change the economics of manure and digestate management by ourrecovering nitrogen recent successes that include the technology demonstration and optimization at our Fair Oaks facility and the initial responses from our fertilizer outreach. This is coupled with strong recent interest in our ammonia control solution from the biogas operators and developers that will be needed to ensureas a supplyhigh-value of feedstock for ourorganic fertilizer products.rather than treating it as waste. These successes coincide with growinglong term trends in sustainable agriculture, agriculture andrenewable clean fuels technologyfuels, and policythe circular economy that favor Bion’s business opportunities. Bion leadership believes this confluence of events positions the Company, assuming it alignscontinues to align with appropriate strategic partners and obtains sufficient financing, to exploit a unique and growing opportunity at the intersection of agriculture, renewable energy, the environment, U.S. food security and public health, and consumer demand.

THERE IS NO ASSURANCE THAT THE COMPANY WILL REACH REACH OR APPROACH THE GOALS/TARGETS SET FORTH ABOVE. REACHING SUCH GOALS/TARGETS WILL REQUIRE RESOLUTION OF THE COMPANY’S EXISTING FINANCIAL FINANCIAL DIFFICULTIES AND ACCESS TO VERY LARGE AMOUNTS OF CAPITAL (EQUITY AND DEBT) AS EACH BOLT-ONARS PROJECT IS PROJECTED TO COST BETWEEN $8 MILLION $10 AND $40 MILLION, AND EACH BEEF PROJECT MODULE IS PROJECTED TO COST IN EXCESS OF $50 MILLION (DEBT/EQUITY/GRANTS), TODEPENDING CONSTRUCTON WHETHER IT IS A BOLT-ON OR AN INTEGRATED PROJECT, AND WILL REQUIRE MOBILIZATION OF SUBSTANTIAL PERSONNEL, TECHNICAL RESOURCES AND MANAGEMENT SKILLS. THE COMPANY DOES NOT POSSESS EITHER THE FINANCIAL OR PERSONNEL RESOURCES INTERNALLY AND WILL NEED TO SOURCE SUCH RESOURCES FROM OUTSIDE ITSELF.

Salaries and related payroll tax expenses were $356,000 $368,000 and $600,000$368,000 for the years ended June 30, 20252026 and 2024, respectively.2025. Consulting costs were $198,000$266,000 and $488,000$198,000 forin the years ended June 30, 2025 2026 and 2024, respectively.2025. The $232,000$68,000 decrease in salary costs is due to Bill O’Neill resigning, Mark Smith retirement and Dominic Bassani passing away and the Company not replacing the position. The $290,000 decreaseincrease in consulting costs is due to Bill O’Neilladditional resigningconsultants brought in for fertilizer market access and the reduction of contracts related to capital raise efforts.business development. Investor relations expenses were $136,000$32,000 and $328,000 $136,000 for the years ended June 30, 20252026 and 2024,2025, respectively, and the $192,000 $104,000 decrease was due to less investor related activity during the fiscal year in order to conserve cash. Legal costs were $1,000$17,000 and $34,000 $1,000 for the years ended June 30, 20252026 and 2024,2025, respectively. The increase of $16,000 was due to the legal costs associated with the litigation and settlements with Hamstra and Dilling.

Stock-based compensation for the years ended June 30, 20252026 and 20242025 were $844,000$125,000 and ($16,000)$844,000 respectively. The $860,000$719,000 variancedecrease is primarily due to warrantsa exerciselesser dates extendedexpense in 2025.2026 for options and warrant modifications.

Total depreciation expense was $695nil and $1,582$1,000 for for the years ended June 30, 20252026 and 2024,2025, respectively.

Salaries and related payroll tax expenses were $6,000 $6,000 and $6,000 for the years ended June 30, 20252026 and 2024,2025, respectively. Consulting costs were nil and $4,000 for the years ended June 30, 2025 and 2024, respectively. Legal expenses were $15,000 and $11,000nil for the years ended June 30, 20252026 and 2025, respectively. Legal expenses were $21,000 and 2024,$15,000 for the years ended June 30, 2026 and 2025, respectively.

InterestOther expense relatedwas to deferred compensation, loan payable$630,000 and convertible notes prior to capitalization was $311,000 and $222,000$212,000 for the years ended June 30, 20252026 and 2024,2025, respectively.

As of June 30, 2025,2026, the Company had cash of approximately $4,400.$3,700. During the year ended June 30, 2025,2026, net cash used in operating activities was $868,000,$806,000, 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.expenses. Cash expenditures were offset in part by proceeds from financing activities, primarily in debt funding.

During the year ended June 30, 2025,2026, the Company received received net cash proceeds of $400,000$16,000 from a note payablepayable, and $426,00$789,000 in convertible loans less commissions of $5,300.$19,000, and net $20,000 from a demand note.

During the year ended June 30, 2024,2025, the Company received received net cash proceeds of $590,000$400,000 from thea salenote ofpayable unitsand for$426,000 $611,000in convertible loans less commissions of $20,000.$5,300.

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), theThe Company faced less substantial 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 continuecapital during the 2025 and 2026 fiscal yearyears (and the first quarter of 20262027 through the date of this report). as it emerged from its management challenges and change in direction. The Company raised very limited equitydebt (convertible notes) 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 2026 that we anticipate will continue (or increase) during the 20262027 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. constraints. 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 much or 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.

The Company continues to explore sources of financing to satisfy its current operating requirements and future growth needs. The Company has faced substantial demand for capital and operating expenditures for the fiscal year 20252026 that we anticipate will increase during the 20262027 fiscal year and periods thereafter as we move toward commercial implementation of our ARS and 3G Tech and development of JVs (including costs associated with additions of personnel to carry out the business activities of the Company). As a result, the Company has faced, and continues to face, significant cash flow challenges due to material working capital constraints. To partially mitigate these working capital constraints, the Company's core senior management and and some key employees and consultants have been deferring most of their cash compensation and/or are accepting compensation in the form of 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.

To help alleviate the company’s short-term cash needs forfollowing continuedthe operations,management challenges in August,2024, three affiliates of the Company (Greg Schoener, Interim COO & Director; Turk Stovall, Director (at that time); 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, BION BLG, LLC (“BLG”), and have continued to provideprovided 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 $407,734. 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 Notesecured promissory note with similar terms beingthat has been 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 four forbearance agreements with BLG, the last that extended the maturity date to January 31, 2027 (see Note 5 Note payable – related party (BLG)).

In November, November 2024, 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 shareholdersThis and registeredsubsequent representativesshareholder withofferings whichhave allowed Bion to accomplish the Companysteps has long standing relationships, management believed at that time that sufficient capital could be raised with this groupneeded to 1)commercialize continueour to cover critical payables to maintain operations that will allow the Company to finish the engineering report and technology demonstration at Fair Oaks, 2)technology, 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.required for that commercialization. As of the filing date, Bion has raised $611,000 $1,399,800 in the Shareholder Note offerings.offerings Further,and Bionbelieves hasthe changedCompany itsis focusnow positioned to attract investment from pre-developmentoutside workand/or oninstitutional the Stovallsources. project,(see toNote an5, initialConvertible bolt-onNotes project(Shareholder at an existing facility.Notes)).

To date, the Company has primarily raised funds through private placements with accredited investors, often conducted through FINRA-registered broker/dealers. However, the Company anticipates moving forward, it will need to raise capital using a combination of financial instruments and sources, that could also include strategic and/or institutional investors, including family offices and private equity, brokered equity or debt offerings with both public and private investors, and banks and other ag lending institutions, among others, although there can be no assurance it will be successful. Many of these financing options may involve dilution, potentially substantial, for current shareholders. Management intends to augment its access to capital by adding one or more staff members (or consultants) with experience in the capital markets, as well as utilizing its current contacts and relationships in the capital markets.

Bion is in discussions with several potential strategic 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.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 and potentially other industry relationships could couldalso 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 has not made consistent lease payments since October 16, 20232023. andThe hasCompany made nofive payments sincetotaling February$31,250 24,in 2025.the fiscal year 2026. The Company owes $106,250$150,000 in lease payments at June 30, 2025.2026. A settlement with the lessor has been reached (see Note 11, Subsequent Events in the footnotes to the financial statements of this filing)

Risk Factors now include the potential conflicts of interest related to the BLG loan group, its controlownership bystructure threethat ofincludes Bion’sa DirectorsBion Director and keyparties management,related to him, and its security position position in the Company’s IP. See above, Item 2, Management’s Discussion and Analysis.

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$6.7 million at DecemberMarch 31, 20252026 which represents a decrease of approximately $852,000$463,000 from June 30, 2025 (largely due due to Settlement Agreements detailed in P below). Similarly, theThe Company’s cash on hand increased from approximately $4,400 to approximately $6,300$44,000 over the same period. The Company has faced extreme difficulty obtaining needed funding during the entire 2025 fiscal year, which has continued throughout the sixnine months of the current fiscal year to date.

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 in Note 5. Notes Payable: Note payable - related partyparty. and Subsequent 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.

N: In June,June 2025, Bion completed and released its Technology-Optimization Report, that details the development and 18-month optimization of the ARS at the demonstration facility in Fair Oaks, Indiana. The optimized ARS demonstrated it is stable and can maintain continuous steady-state operations, reliable, and scalable. The ARS also showed it can achieve its ammonia reduction targets by evaporating one-third less water than was anticipated and modeled. That translates to significantly better economics, including lower fertilizer production costs. The platform is now ready for the final design process of a full-scale commercial system, which is subject to project-specific details, location, and feedstock characteristics.

O: In August,August 2025, Bion engaged Josh Rapport, MS, PhD, to find projects and strategic partners. He brings over 20 years' experience in researching, designing, building and operating anaerobic digesters for heat, power, and renewable natural gas (RNG), as well as in digestate treatment and utilization. He was VP Engineering for Brightmark, one of the largest RNG companies in the U.S. In less than four years, Brightmark launched 30 RNG projects worth over $500 million under his guidance, before he left the company in 2023 to start an independent consulting business. Josh joined Bion as a consultant with a success-based compensation package and it is anticipated he will join Bion as an employee if/when Bion initiates its first commercial project.

P: Effective September 15, 2025, two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s former CEO), and three non-affiliates of the Company (Dominic Bassani’s spouse, Mark A. Smith, previously a Director and President, and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’) have each individually agreed to a settlement (“Settlement Agreements”) that will simplify Bion’s capital structure and substantially reduce the number of Fully Diluted Shares. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes, warrants, and options, the Holders (as a whole) will receive, in aggregate, 8,101,746 shares of common stock. If all the instruments they forfeited had been converted or exercised, it could have increased the Company’s shares outstanding by 22,498,405. The transactions represent a net reduction in fully diluted shares of 14,369,659 and an increase in outstanding shares of 8,101,746 (approximately). The shares will be issued by JanuaryDecember 15,31, 2026, or earlier upon the election of the individual Holders. Formal agreements attached as an an exhibit to Bion’s Form 8-K, dated September 18, 2025.

THREE MONTHS ENDED DECEMBERMARCH 31, 20252026 COMPARED TO THE THREE MONTHS ENDED DECEMBERMARCH 31, 20242025

Total revenues were nil for both the three months ended DecemberMarch 31, 2026 2025 and 2024.2025.

Total general and administrative expenses were $274,000$304,555 and $336,000$475,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Salaries and related payroll tax expenses were $86,000$91,000 and $89,000$92,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Consulting costs were $65,000$86,000 and $45,000$49,000 for the the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Investor relations expenses were $4,000$7,000 and $64,000$27,000 for the three months ended ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The difference of $60,000$20,000 was a result of reducing investor relations spending to conserve cash. cash. Legal costs were $179$8,000 and $1,000nil for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Stock-based compensation for the three months ended DecemberMarch 31, 20252026 and 20242025 were nil$7,000 and nil,$179,000, respectively.

Total depreciation expense was nil and $205 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Total research and development expenses were $8,000$3,000 and $7,000$6,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Salaries and related payroll tax expenses were $1,000 and $1,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Consulting costs were nil and nil for the three months months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Legal costs were $6,700$1,000 and $5,600$4,000 for the three months ended DecemberMarch 31, 2025 2026 and 2024,2025, respectively.

As a result of the factors described above, the loss from operations was $282,000$308,000 and $344,000$481,000 for the three months ended SeptemberMarch 30,31, 20252026 and 20242025, respectively.

Other expense was $73,000$116,000 and $31,000$30,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $44,000$47,000 and $55,000$34,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Interest expense related to warrant modifications was $29,000$72,000 and $181,000,nil, for the three months ended DecemberMarch 31, 2025 2026 and 2024, 2025, respectively.

The net loss attributable to the noncontrolling interest was nil and nil for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

As a result of the factors described above, the net loss attributable to Bion’s stockholders was $355,000$424,000 and $374,000$511,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, and the net loss per basic common share was $.01 and $.01 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

SIXNINE MONTHS ENDED DECEMBERMARCH 31, 20252026 COMPARED TO THE SIXNINE MONTHS ENDED DECEMBERMARCH 31, 20242025

Total revenues were nil for both the sixnine months ended DecemberMarch 31, 2026 2025 and 2024.2025.

Total general and administrative expenses were $744,000$1,049,000 and $1,296,000$1,771,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Salaries and related payroll tax expenses were $266,000 $174,000 and $184,000$278,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Consulting costs were $124,000$210,000 and $90,000$138,000 for the six nine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The difference of $72,000 is due to additional consultants. Investor relations expenses were $20,000$27,000 and $6,000$33,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Legal costs were $8,600$17,000 and $1,000 for the six nine months ended DecemberMarch 31, 20252026 and 2024, 2025, respectively.

Stock-based compensation for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were $117,000$125,000 and $659,000,$837,000, respectively.

Total depreciation expense was nil and $490$695 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Total research and development expenses were $15,000$18,000 and $14,000$19,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Salaries and related payroll tax expenses were $3,000$4,000 and $3,000$4,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Consulting costs were nil and nil for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Legal costs were $11,500$13,000 and $10,300$14,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024, 2025, respectively.

As a result of the factors described above, the loss from operations was $759,000$1,067,000 and $1,310,000$1,791,000 for the sixnine months ended DecemberMarch 31, 20252026 and 20242025, respectively.

Other expense was $178,000$293,000 and $236,000$267,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Interest expense related to deferred compensation, loan payable and convertible notes prior to capitalization was $87,000$134,000 and $55,000$90,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Interest expense related to warrant modifications was $90,000$162,000 and $181,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

The net loss attributable to the noncontrolling interest was nil and nil for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

As a result of the factors described above, the net loss attributable to Bion’s stockholders was $936,000$1,360,000 and $1,546,000$2,057,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, and the net loss per basic common share was $.02 and $.03$.04 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

The Company's condensed consolidated financial statements for the sixnine months ended DecemberMarch 31, 20252026 have been prepared on a going concern basis, which contemplates the realization of of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public 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.

As of DecemberMarch 31, 2025,2026, the Company had cash of of approximately $6,000.$44,000. During the sixnine months ended DecemberMarch 31, 2025,2026, net cash used in operating activities was $421,000,$673,000, primarily consisting 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$712,000 in debt funding.funding net commissions. During the sixnine months ended DecemberMarch 31, 2024,2025, net cash used in operating activities was $465,000,$673,000, 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.

During the sixnine months ended DecemberMarch 31, 20252026 and and 2024,2025, the Company invested nil and nil in the purchase of property and equipment, respectively, due to the Company’s effort to conserve cash.

During the sixnine months ended DecemberMarch 31, 2025, 2026, the Company received net cash proceeds of $400,000$689,000 from convertible notes payable, less $9,000$17,000 in commissions, $25,000 from demand note and $8,000 $16,000 from notes payable from related parties.

As of DecemberMarch 31, 2025,2026, the Company had cash of approximately $6,000.$44,000.

The Company continues to explore sources of additional financing (including potential agreements with strategic partners – both financial and ag-industry) to satisfy its current and future operating and capital expenditure requirements as it is not currently generating any significant revenues. Bion’s leadership team’s new approach, developing a single proof-of-concept project vs multiple projects developed simultaneously, will substantially reduce the company’s need to raise capital. Further, leadership believes this approach represents a more achievable goal, which coupled with the addition of new leadership, including Turk Stovall to lead Bion’s beef efforts, will reinspire confidence in our own shareholders, as well as assure potential new strategic and institutional investors, and make it easier to raise funds.

For the sixnine months ended DecemberMarch 31, 20252026 the Company Company had a loss of $936,000$1,360,000 including $117,000$125,000 non-cash compensation expenses related to extension of warrants and options.

The Company has not made consistent lease payments payments since October 16, 2023. The Company made afour paymentpayments oftotaling $10,500$25,000 in Octoberthe 2024fiscal andyear $6,250to in February, October and November 2025.date. The Company owes $131,250$137,500 in lease payments at DecemberMarch 31, 2025.2026.