Bion Environmental (OTCQB: BNET) settles Fair Oaks dispute, issues note
Rhea-AI Filing Summary
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.
Positive
- All mechanics liens and litigation related to the Fair Oaks Ammonia Recovery System are being dismissed following the Hamstra settlement, eliminating a legal overhang on the project.
- Key secured and convertible promissory notes that had a June 30, 2026 maturity have been extended to December 31, 2026 and January 31, 2027, pushing out scheduled principal repayments.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Settlement Agreement regulatory
convertible promissory note financial
mechanics liens regulatory
Regulation FD Disclosure regulatory
Ammonia Recovery System technical
recapitalization financial
FAQ
What litigation did Bion Environmental Technologies (BNET) resolve in the Fair Oaks case?
What are the key terms of the Hamstra convertible note issued by Bion Environmental (BNET)?
How did the Fair Oaks settlement affect Bion Environmental’s (BNET) existing promissory notes?
When was Bion Environmental’s (BNET) Fair Oaks facility completed and what does it include?
Where can investors find more details on Bion Environmental’s (BNET) Fair Oaks settlement?
How does Bion Environmental (BNET) describe the impact of resolving the Fair Oaks litigation?
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Item 1.01 Entry into a Material Definitive Agreement
On July 14, 2026, Bion executed a Settlement Agreement with Hamstra Builders, Inc., the General Contractor for the Fair Oaks demonstration facility that was completed in July 2023. The settlement, along with a separate agreement between Hamstra and Dilling Group, a subcontractor, results in the dismissal by both parties of all mechanics liens and litigation related to the construction of the Ammonia Recovery System at Fair Oaks. The first lien was filed in March 2024 and litigation commenced in April 2025; details have been disclosed in various SEC 8-K’s, 10-Q’s, and 10-K’s, since that time.
Bion will issue Hamstra a convertible promissory note in the amount of $1,774,512.72. Terms include a maturity date of December 31, 2026; interest at 10%; a cash payment of $653,915 at the time of a future Bion financing; and conversion of the balance into Bion common stock at the price of that financing (to be determined). The Note and Settlement Agreement are attached as exhibits.
All holders of Bion’s Secured Convertible Promissory Notes, along with all holders of Bion’s May 2024 Convertible Promissory Notes, both Notes with a maturity date of June 30, 2026, have agreed to extend their maturity date, under the same terms until December 31, 2026.
The Bion Loan Group has agreed to extend its Secured Convertible Promissory Note, with a maturity date of June 30, 2026, under the same terms until January 31, 2027.
Item 7.01 Regulation FD Disclosure
On July 14, 2026, the Company issued a press release entitled “Bion Announces Settlement of Fair Oaks Litigation” which press release has been placed on the Investors page of our website.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Hamstra Settlement | |
| 10.2 | Hamstra Note | |
| 99.1 | Press Release titled “Bion Announces Settlement of Fair Oaks Litigation” | |
| 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: July 14, 2026 | Name: | Stephen Craig Scott Interim CEO |
Exhibit 99.1
Bion Announces Settlement of Fair Oaks Litigation
July 14, 2026. Billings, Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced organic fertilizers produced from manure and other organic waste, announced it has reached an agreement to dismiss all outstanding litigation related to the construction of its Fair Oaks facility.
Bion has reached a settlement with Hamstra Builders, Inc., the General Contractor for the Fair Oaks demonstration and optimization facility that was completed in July 2023. The settlement, along with a separate agreement between Hamstra and Dilling Group, a subcontractor, results in the dismissal by both parties of all mechanics liens and litigation related to the construction of the Ammonia Recovery System at Fair Oaks. The first lien was filed in March 2024 and litigation commenced in April 2025; details have been disclosed in various SEC 8-K’s, 10-Q’s and -K’s, since that time.
Bion will issue Hamstra a convertible promissory note that will include a cash payment at the time of a future Bion financing and conversion of the balance into Bion common stock at the price of that financing (to be determined). Details of the note and agreement can be found in Bion’s 8-k, dated July 14, 2026.
Craig Scott said, “We are very happy to close this chapter with a good resolution for all concerned. The Fair Oaks litigation was among the largest challenges we inherited two years ago. It was critical we get it resolved – and get it resolved fairly – as we move forward on our path to commercialization.
Along with the Giveback and Settlement Agreements with Bion’s former principals and heirs, this largely completes the cleanup of our capital structure, removes the uncertainty of the litigation, and readies us for recapitalization and growth. We are grateful to the Hamstra team for recognizing that this gives both of us the best chance of success. We look forward to being able to welcome them as shareholders.”
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About Bion
Bion’s patented Ammonia Recovery System (ARS) produces advanced organic and low-carbon soluble nitrogen fertilizers from the volatile ammonia released when biogas is generated from animal manure and other organic waste, including food and food processing. Recovering this valuable resource, instead of allowing it to escape to the environment, prevents serious air and water pollution, produces clean water for reuse or discharge, and improves the economics of organic farming, biogas, and livestock production. Bion’s platform fills a critical gap in circular agriculture models and low-carbon and low-impact fuels and food production. https://bionenviro.com.
This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words and phrases ‘chance’, ‘will’, ‘look forward (to)’ and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities Act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes. Potential investors are urged to carefully review Bion’s SEC filings, including its Forms 10-K and 10-Q and the Risk Factors therein.
Contact Information:
Craig Scott, CEO
cscott@bionenviro.com
(406) 281-8178 (direct)