Bion Environmental signs MOU with Kimmeridge, adds 10M-share ROFR

Bion Environmental Technologies, Inc. announced that it has entered into a Memorandum of Understanding (MOU) with Kimmeridge Energy Management, LLC to explore using Bion’s ammonia recovery technology at a large renewable natural gas (RNG) facility.

Rhea-AI Filing Summary

Bion Environmental Technologies, Inc. announced that it has entered into a Memorandum of Understanding (MOU) with Kimmeridge Energy Management, LLC to explore using Bion’s ammonia recovery technology at a large renewable natural gas (RNG) facility. The MOU lays out a preliminary framework for potential collaboration and is described as part of Bion’s broader business plan.

As part of the MOU, Bion granted Kimmeridge a limited right of first refusal on a 10 million share equity investment in Bion during the evaluation period, at a price set at a premium to the current market price. If the contemplated joint venture proceeds on the anticipated timelines, active development of a potential RNG facility could begin in the second quarter of 2026. The full MOU, with one immaterial redacted section, and the related press release are attached as exhibits.

Insights

Energy & clean-tech collaboration analyst

Bion signs exploratory MOU with Kimmeridge, including a premium-priced equity ROFR.

The update describes an MOU between Bion Environmental Technologies and Kimmeridge to evaluate Bion’s ammonia recovery technology at a large renewable natural gas facility. This is an early-stage framework rather than a binding project or financing commitment, but it ties Bion’s technology to a specific potential RNG application and a named institutional counterparty.

The MOU also grants Kimmeridge a limited right of first refusal on a 10 million share equity investment, with pricing at a premium to Bion’s current market price. That language indicates an agreed evaluation window during which Kimmeridge could decide whether to invest on those terms, though the decision remains at Kimmeridge’s discretion. A section of the MOU is redacted as immaterial and confidential, which the company states could otherwise adversely impact it if disclosed.

If the contemplated joint venture advances on the timelines referenced, active development of an RNG facility could begin in the Q2 2026 timeframe. Because the filing does not quantify project size or economics, the practical impact will depend on future agreements and subsequent disclosures as the evaluation progresses.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bion Environmental Technologies (BNET) announce in this 8-K?

Bion Environmental Technologies reported that it signed a Memorandum of Understanding (MOU) with Kimmeridge Energy Management to explore using Bion’s ammonia recovery technology at a large renewable natural gas (RNG) facility, and it furnished the related press release and MOU as exhibits.

Who is Bion Environmental Technologies (BNET) partnering with under the new MOU?

Bion entered into an MOU with Kimmeridge Energy Management, LLC, acting for itself and certain affiliates, based in New York, New York, to evaluate deployment of Bion’s ammonia recovery technology at a large RNG facility.

What is the 10 million share right of first refusal mentioned by Bion (BNET)?

Under the MOU, Bion granted Kimmeridge a limited right of first refusal on a 10 million share equity investment in Bion during the evaluation period, at a price set at a premium to Bion’s current market price.

When could development of the potential RNG facility tied to Bion’s MOU begin?

Bion states that, if the contemplated joint venture moves forward on the anticipated timelines, active development of a potential RNG facility could begin in the second quarter of calendar 2026.

Did Bion (BNET) disclose the full terms of the MOU with Kimmeridge?

Bion filed the MOU as an exhibit and noted that one portion, Section 4.1, was redacted under SEC Regulation S-K Item 601(b)(10) as immaterial and confidential information whose disclosure could adversely impact the company.

Where can investors find the press release about Bion’s MOU with Kimmeridge?

Bion states that the press release titled “Bion and Kimmeridge Execute Memorandum of Understanding” has been posted on the investors page of the company’s website and is also included as an exhibit to the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/09/2025 - 10:56 AM Learn about SEC filing dates

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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.
	By:	/s/ Stephen Craig Scott
Date: December 9, 2025	Name:	Stephen Craig Scott Interim CEO