BION ENVIRONMENTAL TECHNOLOGIES (BNET) SEC Filings

Bion Environmental Technologies, Inc. (BNET) is concentrating on its Ammonia Recovery System (ARS) as a bolt-on solution for existing biogas facilities, rather than developing integrated livestock projects. Bion says its demonstration ARS is ready for final design of a full-scale commercial system, subject to project-specific details, location, and feedstock characteristics. Three initial offtakes represent 250,000 gallons of AB10 fertilizer; two are described as non-binding. A memorandum of understanding with Kimmeridge provides for evaluating ARS at a potential renewable natural gas facility and evaluating and negotiating a joint venture.

BNET reported nil revenue in fiscal 2026 and 2025 and net losses attributable to common stockholders of $1.958 million and $2.380 million, respectively. At June 30, 2026, cash was approximately $3,700; operating activities used $806,000 during the year. The auditor cited substantial doubt about Bion’s ability to continue as a going concern, and management said substantial external funding is required. Management also reported ineffective disclosure controls and a material weakness in financial reporting controls, citing inadequate segregation of duties and lack of timely review and approval of related-party transactions.

Bion Environmental Technologies Inc. said it cannot file its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, within the prescribed time because of logistical and technical challenges completing, formatting, and converting the report into the required electronic Inline XBRL (iXBRL) format. The company said its financial statements and related disclosures are complete, reported no disagreements, disputes, or issues with its independent registered public accounting firm regarding the financial statements, accounting principles, or internal controls, and expects to file within the Rule 12b-25 extension period.

BION ENVIRONMENTAL TECHNOLOGIES, INC. (BNET) reported that on August 25, 2026 it entered into a Settlement and Mutual Release Agreement with North Prairie Holdings, LLC, the landlord of the Newton County, Indiana property where Bion's Ammonia Recovery System demonstration facility at Fair Oaks is located. In connection with the settlement, a related convertible promissory note was issued by Bion Group with an initial principal amount of $162,500.00. The detailed terms of the settlement and note are set out in the attached exhibits.

Bion Environmental Technologies, Inc. adopted a new Director Compensation Policy for non-employee directors. Each non-employee director is entitled to an annual retainer of $50,000 for the fiscal years ended June 30, 2026 and ending June 30, 2027, and $25,000 for each fiscal year thereafter, payable entirely in common stock under existing equity plans. For the 2026 and 2027 fiscal years, the stock conversion price will match the price in the anticipated Note Conversion Financing, and all such compensation is expressly conditioned on that financing closing; otherwise, no director compensation is granted for those years. The Board also created a Lead Director role, effective June 30, 2026, with an additional stock retainer of $25,000 per year, and amended its Amended and Restated Bylaws to add this position and clarify its authority to compensate directors in cash, equity, or both.

Bion Environmental Technologies, Inc. entered into a Settlement Agreement with Hamstra Builders, Inc., the general contractor for its Fair Oaks demonstration facility, resolving all mechanics liens and litigation related to construction of the Ammonia Recovery System at Fair Oaks. The first lien was filed in March 2024 and litigation began in April 2025.

As consideration, Bion will issue Hamstra a convertible promissory note for $1,774,512.72, bearing 10% interest and maturing on December 31, 2026. The note provides for a $653,915 cash payment at the time of a future Bion financing, with the remaining balance to convert into Bion common stock at the price of that financing.

All holders of Bion’s Secured Convertible Promissory Notes and its May 2024 Convertible Promissory Notes, previously maturing on June 30, 2026, have agreed to extend their maturity date to December 31, 2026 on the same terms. The Bion Loan Group has agreed to extend its secured convertible note maturity to January 31, 2027. Management states that resolving the Fair Oaks litigation and prior agreements with former principals largely completes the cleanup of the capital structure and removes a significant uncertainty as Bion pursues recapitalization and growth.

Bion Environmental Technologies, Inc. extended its preliminary, non-binding Memorandum of Understanding with Kimmeridge Energy Management Company, LLC for six months starting on June 6, 2026. The MOU covers engineering, testing, collaboration, and negotiation of definitive agreements for integrating Bion's ammonium bicarbonate technology with a Kimmeridge RNG facility and a potential joint venture.

The extension keeps all existing binding provisions in place, including cost sharing, confidentiality, intellectual property, governing law, termination, public announcements, and a Right of First Refusal. The ROFR's six‑month triggering date is reset from the June 6, 2026 extension effective date, and the extended term runs through December 6, 2026.

Bion Environmental Technologies remains a development-stage company with no revenue and ongoing losses. For the quarter ended March 31, 2026, it reported a net loss of $423,584, and a year‑to‑date loss of $1,360,034, modestly improved from the prior year.

Cash was only $43,553 versus current liabilities of $6,663,860, and total equity was a deficit of $6,592,782, leading management to state there is substantial doubt about its ability to continue as a going concern. The company relies on deferred compensation, related‑party and shareholder funding, and multiple convertible notes, many maturing June 30, 2026.

Bion is pivoting from large integrated livestock projects to faster “bolt‑on” ammonia recovery solutions for biogas and industrial wastewater facilities, but expects each project to cost more than $8 million. Management plans to raise $3–10 million or more in new capital plus additional project financing, and faces litigation over roughly $1.49 million in unpaid construction invoices for its Fair Oaks demonstration facility.

Bion Environmental Technologies, Inc. filed a quarterly report showing it remains a pre‑revenue company with ongoing losses and severe liquidity pressure. For the six months ended December 31, 2025, Bion reported no revenue and a net loss of $936,450, an improvement from $1,545,989 a year earlier.

Cash was only $6,313 against current liabilities of $6,274,221, resulting in a total equity deficit of $6,239,580 and a stated “substantial doubt” about its ability to continue as a going concern. Management is shifting focus from a large sustainable beef project to smaller bolt‑on ammonia recovery projects at existing biogas facilities, and expects to seek $3M–$10M or more in new financing plus about $8M in project funding for its initial ARS installation, which may be dilutive. The company is also facing construction-related litigation seeking about $1.49M, included in accounts payable.

Bion Environmental Technologies, Inc. filed an 8-K to share a press release titled “Bion Addresses Recent Market Activity.” The company highlights a recent video podcast featuring CEO Craig Scott on Hackett Advisors’ Agricultural Smart Money Insiders Report, which offers commodity market analysis for hedgers and investors.

Scott notes that Bion’s business remains speculative and faces real challenges, but says the company has overcome many of them and is moving forward. The press release also reiterates Bion’s focus on its patented Ammonia Recovery System, which converts ammonia from manure and organic waste into advanced organic and low-carbon nitrogen fertilizers while reducing air and water pollution.