Bion Environmental (BNET) extends 7.7M-share settlement issuance

Rhea-AI Filing Summary

Bion Environmental Technologies, Inc. reported that its Board of Directors ratified a 90-day extension for issuing 7,701,746 settlement shares to four holders affiliated with the late former CEO and two non-affiliated individuals. The extension is effective January 15, 2026, and the shares are to be issued by April 15, 2026, or earlier at each holder’s election.

The company also noted that, upon the election of Mark Smith, previously a Director and President, 400,000 settlement shares were issued on November 12, 2025. This update mainly clarifies the timing of share issuance under existing settlement arrangements rather than creating a new obligation.

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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): January 27, 2026  (January 15, 2026)

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 8.01 Other Event

On 1/22/2026, the Board of Directors ratified granting a 90-day extension to the issuance of 7,701,746 settlement shares to two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s former CEO), and two non-affiliates of the Company (Dominic Bassani’s spouse and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’), effective 1/15/26. The Holders have agreed to the extension. The shares will be issued by April 15, 2026, or earlier upon the election of the individual Holders.

Upon the election of Mark Smith, previously a Director and President, 400,000 settlement shares were issued on 11/12/2025.

 Item 9.01 Financial Statements and Exhibits

(d) Exhibits 

Exhibit No.		Description
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: January 27, 2026	Name:	Stephen Craig Scott Interim CEO

FAQ

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

Bion Environmental Technologies disclosed a Board-approved 90-day extension to issue 7,701,746 settlement shares. These will now be delivered by April 15, 2026, or earlier if individual holders choose, refining the timing of a previously agreed share settlement.

How many BNET settlement shares are covered by the extension?

The extension covers issuance of 7,701,746 settlement shares to several holders connected to the late former CEO and other individuals. The number of shares remains unchanged; only the deadline to issue them has been moved to April 15, 2026.

Who are the holders receiving BNET’s 7,701,746 settlement shares?

The settlement shares are allocated to two company affiliates, Danielle Lominy and Christopher Parlow, and two non-affiliates, Dominic Bassani’s spouse and former director Edward Schafer. These holders collectively are referred to as the “Holders” in the disclosure.

When will BNET’s settlement shares now be issued?

The settlement shares are scheduled for issuance by April 15, 2026. Individual holders may elect to receive their shares earlier, so actual issuance dates can vary, but the outside deadline is set by this Board-ratified extension.

What other settlement share issuance did BNET report?

Bion Environmental Technologies reported that 400,000 settlement shares were issued on November 12, 2025. These were delivered upon the election of Mark Smith, who previously served as a Director and President, under the same broader settlement framework.

Does this BNET 8-K announce a new settlement or adjust an existing one?

The filing adjusts timing for an existing settlement, extending the deadline to issue 7,701,746 shares. It does not introduce a new settlement; rather, it confirms board ratification of a 90-day extension and documents completion of a separate 400,000-share issuance.