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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
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):December 9, 2025 (December
5, 2025)
BION
ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant
as Specified in its Charter
| Colorado |
|
000-19333 |
|
84-1176672 |
| State or Other Jurisdiction
of Incorporation |
|
Commission File Number |
|
IRS Employer Identification
Number |
9
East Park Court
Old
Bethpage, New
York 11804
Address of Principal
Executive Offices, Including Zip Code
406-839-0816
Registrant's Telephone
Number, Including Area Code
Not applicable
Former name or former
address, if changed since last report
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:
| ☐ | 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)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 7.01 Regulation FD Disclosure.
On December 9, 2025, the Company issued
a press release entitled “Bion and Kimmeridge Execute Memorandum of Understanding: related to execution of a Memorandum
of Understanding (“MOU”) between Kimmeridge Energy Management, LLC, for and on behalf of itself and certain of its affiliates
(“Kimmeridge”) and the Company, which press release has been placed on the investors page of our website.
Item 8.01 Other Events
On December 5, 2025, the Company entered
into an MOU with Kimmeridge (New York, New York) outlining a preliminary framework to explore the use of Bion’s ammonia recovery
technology at a large Renewable Natural Gas (RNG) facility. Under the MOU, the Company and Kimmeridge together will:
| a) | Share costs and collaborate on engineering work, fertilizer sample production,
testing, and agronomic validation, life-cycle analysis (including CI scoring), and commercial planning. |
| b) | Evaluate and negotiate a joint Venture to develop an Ammonia Recovery System
(ARS) to produce premium organic fertilizers at a potential RNG facility operated by an affiliate of Kimmeridge. |
As part of the MOU, the Company has granted
Kimmeridge a limited Right of First Refusal (“ROFR”) on a 10 million share equity investment in the Company during the evaluation
period, at a price that is a premium to the current market price.
See Exhibit 99.2 which sets forth the MOU
in its entirety, except that a redaction has been made to Section 4.1 under SEC Regulation S-K Item 601(b)(10). The redaction is not material
and is confidential information whose disclosure could adversely impact the Company.
The Company’s immediate responsibilities
under the MOU include:
| a) | Initiate a Front-End Loading Level 1 (“FEL-1” engineering study
addressing the integration of its ammonium bicarbonate technology with digestate produced by an RNG Facility. The study will include preliminary
process design, mass and energy balances, equipment configuration, utilities requirements, site-integration considerations, and preliminary
capital and operating cost estimates for an Ammonium Bicarbonate fertilizer production facility. |
| b) | Following completion of the Company’s current commercial sample order
for a different party, the Company will dedicate Ammonium Bicarbonate production as directed by Kimmeridge, to mutually agreed partners
and universities for product validation, agronomic testing, and market-development activities. |
To place the MOU in the context of the Company’s
business plan (and its existing public disclosure), if the contemplated JV moves forward on the timelines anticipated, active development
of a potential RNG facility could commence in the second quarter of calendar 2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release titled “Bion and Kimmeridge Execute Memorandum of Understanding |
| 99.2 |
|
Kimmeridge Memorandum of Understanding (Certain portions of this exhibit have been omitted pursuant to item 601(b)(10) of Regulation S-K) |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
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.
| |
BION ENVIRONMENTAL TECHNOLOGIES, INC. |
| |
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|
| |
|
|
| |
By: |
/s/ Stephen
Craig Scott |
| Date: December 9, 2025 |
Name: |
Stephen Craig Scott
Interim CEO |
