11.        SUBSEQUENT EVENTS:

During August and September, the Company extended warrants with expiration dates of July 15, 2025 to August 15, 2025 and September 15, 2025.

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 17, May 30 and July 20, 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

Effective October 15, 2024, the Company entered into an Agreement with BLG, LLC, to purchase a Convertible Promissory Note in the principal amount of up to $500,000 (See Bion’s Form 8-K, dated October 24, 2024). At that time, BLG, LLC, consisted of three affiliates of the Company (Directors Greg Schoener (also Interim COO), Turk Stovall, and Bob Weerts) and two shareholders (one of whom is the brother of Greg Schoener). BLG membership is currently the same, but Bion accepted Turk Stovall’s resignation as a Director, effective May 30, 2025. Amounts outstanding under the original BLG Note bore interest at a rate of 7.5% per annum through the maturity date of the Note, which was April 15, 2025. The Note is secured by the Company’s Intellectual Property (IP)/patents and it will convert into securities in the Company at the terms of a later capital raise (or other source of funding) in excess of $3.0 million, that had to be completed within six (6) months, and other terms as defined in the Note and Security Agreements (attached as exhibits).

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 May 30, 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.

During July 2025, the Company raised $35,000 under the May 2025 convertible note.

On August 11, 2025, the Company entered into a demand note with 10% interest with a current board member of $24,728.

During August and September 2025, the Company entered into July 2025 Convertible Notes with five individuals. The July 2025 Convertible Notes bear interest at 7.5% per annum, have maturity dates of December 31, 2025. The July Notes will convert into Units in the Company at the terms of a later capital raise, in which the Company crosses the threshold of $3 million aggregate capital raised, including proceeds from the Shareholder Note offerings.

Effective September 15, 2025, pending formal documentation and execution, 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 January 15, 2026, or earlier upon the election of the individual Holders. When the formal agreements are executed and ratified by the Board, they will be attached as an exhibit to a Form 8-K.

On September 15, 2025 the maturity date for two of the 2015 Convertible Notes was extended to September 15, 2027.

Effective September 26, 2025, Bob Weertz, a Bion Director, was placed on an indefinite leave of absence for personal reasons