Item 1A. Risk Factors
ITEM 1A. RISK FACTORS.
Our future results of operations, financial condition
and liquidity and the market price for our securities are subject to numerous risks, many of which are driven by factors that we cannot
control. The following cautionary risks, uncertainties and assumptions relevant to our business include factors we believe could cause
our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors
unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business,
results of operations, financial condition, prospects and cash flows. Also see “Forward-looking Statements” above.
· the Company's extremely limited
financial and management resources which need to be augmented and the Company’s limited ability to raise additional needed funds
and/or hire needed personnel;
· the possibility that markets
for eco-friendly/ sustainable beef, organic and low-carbon fertilizer products, and clean fuels and energy 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;
· potential delays in constructing
the Company’s initial beef Project and other Gen3Tech and ARS system installations;
· the possibility that competitors
will develop more comprehensive and/or less expensive production platforms;
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· delays and/or costs exceeding
expectations relating to Bion's development of the Initial Project, JVs and/or Projects;
· delays in anticipated permit
approval and/or start-up dates;
· uncertainties and cost increases
related to research and development efforts to update and improve Bion’s technologies and applications thereof;
· delays in market awareness of
Bion and our Systems;
· the limited liquidity of the
Company's equity securities; limited availability of capital on acceptable terms for small public companies like Bion in the current financial
markets;
· dependence upon key personnel
and the ability of the Company to keep its existing personnel and their accumulated expertise including the substantial risk of illness
or death of one or more key personnel;
· seasonal and climatic conditions;
· increased cost of material and
equipment (including those caused by the COVID-19 pandemic and supply chain challenges);
· the strength and financial resources
of the Company's potential competitors;
· cybercrimes/hacking (actual
and potential) of the Company’s online presence and limited operational computer systems;
· general economic and capital
market conditions;
· industry risks, including environmental
related problems;
· operating hazards attendant
to the environmental clean-up, CAFO and renewable energy production, fertilizer and/or food retailing and biofuel industries;
· failure of the political, legal,
regulatory and economic climate to support funding of environmental clean-up and enforcement of environmental rules and regulations;
· changes in the public's perceptions
of large scale livestock agriculture/CAFOs, consumption of meat and dairy, environmental protection and other related issues; and
· continued delays in (and/or
failure of) development of markets (or other means of monetization) for nutrient reductions and other environmental benefits from agriculture
and CAFOs and related waste treatment facilities; including failure of markets for nutrient (nitrogen and phosphorus) reductions to develop
sufficient breadth and depth;
Risks Relating to our Common Stock
· Our common stock is thinly traded on the OTC Markets QB exchange
and largely illiquid;
· The market price of our stock is subject to volatility;
· You may have difficulty selling our stock because it is deemed
a “penny stock” and not quoted on a national exchange;
· Because our shares are deemed a “penny stock,”
rules enacted by FINRA make it difficult to sell previously restricted stock;
· Because we will not pay dividends in the foreseeable future,
stockholders will only benefit from owning common stock if it appreciates;
· We regularly issue stock, or stock options, instead of cash,
to pay some of our operating expenses. These issuances are dilutive to our existing stockholders;
· Our stockholders face further potential dilution in any new
financing; and
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.