UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~September 2429, 2021 (~~May~~September 2023, 2021)

HERON LAKE BIOENERGY, LLC
(Exact name of small business issuer as specified in its charter)

Minnesota	000-51825		41-2002393
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

91246 390th Avenue, Heron Lake, MN		56137-1375
(Address of principal executive offices)		(Zip Code)

(507) 793-0077
(Issuer's telephone number)

HERON LAKE BIOENERGY, LLC

(Exact name of small business issuer as specified in its charter)


Minnesota	000-51825	41-2002393
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


91246 390th Avenue, Heron Lake, MN	56137-1375
(Address of principal executive offices)	(Zip Code)

(507) 793-0077

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

◻☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ◻☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ◻☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ◻☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻☐

ITEM 5.0207. ~~DEPARTURE~~SUBMISSION OF ~~DIRECTORS~~MATTERS ORTO ~~CERTAIN~~A ~~OFFICERS;~~VOTE ~~ELECTION~~ OF ~~DIRECTORS;~~SECURITY ~~APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~HOLDERS

~~Item~~On 5September 23, 2021, Heron Lake BioEnergy, LLC (the “Company”) held a special meeting of members (the “Special Meeting”) for the purpose of voting on a proposal to authorize and adopt a Merger Agreement and Plan of Merger dated March 24, 2021 (collectively, the “Merger Agreement and Plan of Merger”) and for transacting such other business that properly came before the Special Meeting or any adjournment thereof.02 Pursuant to the Merger Agreement and Plan of Merger, Granite Falls Energy, LLC (b“GFE”), ~~Resignation~~which owns approximately 50.7% of ~~Steve~~the ~~Christensen~~Company, aswould ~~Chief~~acquire ~~Executive~~the ~~Officer~~minority ownership interest of the Company for $14 million, and the Company would become a wholly owned subsidiary of GFE. Minority ownership interest unitholders would receive $0.36405 per unit in consideration for the merger. Votes were solicited in person and by proxy.

OnPursuant orto ~~about~~the ~~May~~Minnesota ~~20,~~Revised ~~2021,~~Uniform ~~Steve~~Limited ~~Christensen~~Liability ~~resigned~~Company asAct ~~chief~~set ~~executive~~forth ~~officer~~in ~~(“CEO”)~~Chapter 322C of ~~Heron~~the ~~Lake~~Minnesota ~~BioEnergy,~~Statutes ~~LLC,~~and ~~(“HLBE”)~~the ~~effective~~Company’s ~~May~~member 26control agreement, ~~2021.~~the ~~Christensen~~merger isproposal required the ~~CEO~~approval of ~~Granite~~the ~~Falls~~majority ~~Energy,~~in ~~LLC,~~interest ~~which~~of is the ~~majority~~Company’s ~~owner~~members. As of ~~HLBE~~the record date for the special meeting, ~~and~~there ~~also~~were ~~serves~~77,932,107 asunits of the ~~CEO~~Company ofissued ~~HLBE~~and ~~pursuant~~outstanding. Pursuant to athe ~~management~~Company’s ~~services~~member control agreement, ~~between~~only ~~GFE~~members ~~and~~may ~~HLBE~~vote (at the ~~“Management~~Special ~~Services Agreement”)~~Meeting. ~~Under~~In ~~the~~order ~~Management~~to ~~Services~~be ~~Agreement~~considered a member, ~~GFE~~a ~~and~~unitholder ~~HLBE~~must ~~share~~hold ~~executive~~a ~~officers.~~minimum ~~Christensen~~of ~~previously~~2,500 ~~executed~~units. As anof ~~Separation~~the ~~Agreement~~record ~~dated~~date ~~February~~for 17the Special Meeting, ~~2021~~there ~~(the~~were ~~“Separation~~67 ~~Agreement”).~~non-member ~~Pursuant~~unitholders towho ~~the~~owned ~~Separation~~an ~~Agreement,~~aggregate ~~Christensen~~of ~~will~~35,988 ~~continue~~units. asTherefore, anthe ~~employee~~total number of ~~HLBE~~outstanding ~~through~~units ~~December~~held ~~31,~~by ~~2021,~~voting ~~for~~members ~~the~~as ~~purposes~~ of ~~aiding~~the inrecord date for the ~~transition~~Special ofMeeting ~~HLBE’s~~was ~~new~~77,896,119 ~~CEO~~units. ~~This~~Accordingly, ~~description~~the ofaffirmative ~~the~~vote ~~Separation~~of ~~Agreement~~38,948,060 ismember ~~qualified~~units inwere ~~its~~required ~~entirety~~to byauthorize ~~reference~~and toadopt the ~~actual~~Merger ~~Separation~~ Agreement, aand ~~copy~~Plan of ~~which~~Merger. isA ~~available~~total inof 58,939,097 ~~HLBE’s~~membership ~~Form~~units, ~~8-K~~including ~~filing~~units ~~dated~~controlled ~~February~~by 17GFE, ~~2021~~were voted for merger proposal.

~~Item~~Additionally, 5pursuant to the Merger Agreement, the merger must be approved by a majority of the minority ownership interest.~~02(c)~~ ~~Appointment~~As of ~~Jeffrey~~the ~~Oestmann~~record asdate ~~Chief~~for ~~Executive~~the ~~Officer~~Special Meeting, the minority ownership interest comprised 38,456,283 units. A majority of the minority ownership interest is 19,228,142 units. A total of 19,463,273 membership units held by the minority ownership interest were voted for the proposal to authorize and adopt the Merger Agreement and Plan of Merger.

OnOf orthe ~~about~~Company’s ~~May~~77,896,119 20membership units issued, ~~2021~~outstanding and entitled to vote at the Special Meeting, ~~GFE~~61,946,086 ~~appointed~~membership ~~Jeffrey~~units, ~~Oestmann~~or 79.5% of the total membership units, were present either in person or by proxy. As a result, a quorum was present to ~~serve~~conduct asbusiness ~~GFE~~at the Special Meeting. At the Special Meeting, a majority in interest of the Company’s ~~CEO~~members, ~~effective~~and ~~May~~a 26majority of the minority ownership interest listed on the Company’s records at the close of business on March 24, 2021 approved the proposal listed below. As ~~Oestmann~~there ~~will~~were ~~also~~sufficient ~~serve~~votes asto approve the ~~CEO~~Merger Agreement and Plan of ~~HLBE~~Merger ~~effective~~dated ~~May~~March 2624, 2021, ~~pursuant~~unitholder action on the ~~Management~~second ~~Services~~proposal, ~~Agreement~~to approve an adjournment of the Special Meeting, ~~under~~was ~~which~~not ~~GFE~~required and ~~HLBE~~the ~~share~~Company ~~executive~~did ~~officers~~not call the vote on that proposal. Each of these proposals is described in detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on August 19, 2021 (the “Proxy Statement”). All foregoing descriptions of the proposals are qualified in their entirety by the text of the Proxy Statement, a copy of which is incorporated herein by reference as Exhibit 99.1 hereto.

~~Oestmann~~The ~~executed~~final aresults ~~letter~~for ~~of employment dated May 20, 2021 (~~the ~~“Agreement”).~~votes ~~Pursuant~~regarding to the ~~Agreement,~~approved ~~Oestmann’s~~proposal ~~tenure~~are as CEO will begin May 26, 2021, and he will earn a base salary of $278,180. Oestmann will be entitled to certain benefits including a signing bonus, performance bonuses, expense reimbursement, moving allowance, paid time off, 401K, health and dental benefits, long-term disability, and life insurance, as set forth in the ~~Agreement.~~following ~~Oestmann’s employment is at-will~~table. The Agreement includes a covenant not to compete. This description of the Agreement is qualified in its entirety by reference to the actual Agreement, a copy of which is attached hereto as an exhibit and incorporated herein by reference.

~~Oestmann is 57 years old and has worked in the agriculture and bio-fuel sectors for approximately 27 years~~1. Adoption ~~From 2013 to 2017, Oestmann served as President and CEO~~ of ~~East~~the ~~Kansas~~Merger ~~Agri-Energy,~~Agreement ~~LLC, which operates an ethanol plant in Garnett, Kansas. From 2017 to 2019, Oestmann worked for Syngenta, an agricultural science~~ and ~~technology~~the ~~company,~~transaction ascontemplated ~~Head of Accounts and subsequently as Head of Bio-Fuel Operations~~thereby. ~~Neither East Kansas Agri-Energy, LLC, nor Syngenta is an affiliate, subsidiary, or parent of HLBE or GFE.~~

Oestmann does not have any family relationships with any executive officer or director of HLBE.

Votes For

Votes Against

Votes Withheld/Abstaining

58,939,097

3,006,989

15,950,033

~~Oestmann~~ITEM is8.01 ~~not~~- aOTHER ~~party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~EVENTS

On September 28, 2021, the Company completed a merger with Granite Heron Merger Sub, LLC (“Merger Sub”), in which Merger Sub merged with and into the Company (the “Merger”). The Company is the surviving entity of the Merger. Upon completion of the Merger, 100% of the membership interest in Merger Sub was converted into and became 100% of the membership interest in the Company, as the surviving entity in the Merger. As a result of the Merger, the Company became a wholly owned subsidiary of GFE. The Merger was completed pursuant to the Merger

Agreement and Plan of Merger, which were filed with the SEC on March 25, 2021, and which are incorporated herein by reference. Pursuant to the Merger Agreement and Plan of Merger, GFE has transferred $14 million (the “Merger Consideration”) to an exchange agent, which will hold the Merger Consideration in trust to be distributed pro-rata to unitholders of the Company’s minority ownership interest. On September 29, 2021, the Company and Merger Sub filed Articles of Merger with the Minnesota Secretary of State. Additional information regarding the Merger is disclosed in the Proxy Statement, which is incorporated herein by reference.

ITEM 9.01 - Financial Statements and Exhibits

(a)None.

(b)None.

(c)None.

(d)Exhibits.


Exhibit No.		Description
10.1		Letter of Employment between Jeffrey Oestmann and Granite Falls Energy, LLC, dated May 20, 2021

2.1		Plan of Merger between Granite Heron Merger Sub, LLC, and Heron Lake BioEnergy, LLC, dated March 24, 2021*

10.1		Merger Agreement between Granite Falls Energy, LLC, and Heron Lake BioEnergy, LLC, dated March 24, 2021*

99.1		Definitive Proxy Statement of Heron Lake BioEnergy, LLC filed August 19, 2021**

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Incorporated by refence to the Company’s Form 8-K filed with the SEC on March 25, 2021

** Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on August 11, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HERON LAKE BIOENERGY, LLC

Date: May 24, 2021	/s/ Stacie Schuler
Date: September 29, 2021	/s/ Stacie Schuler
	Stacie Schuler, Chief Financial Officer

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