Bion Environmental (BNET) to issue 8.1M shares in dilution-cut deal

Rhea-AI Filing Summary

Bion Environmental Technologies entered into settlement agreements with several current and former related parties to overhaul its capital structure. In exchange for cancelling various obligations and securities they hold, including deferred compensation, convertible notes, warrants, and options, these holders will receive an aggregate 8,101,746 shares of common stock. If all the cancelled instruments had been converted or exercised, they could have added 22,498,405 shares to the company’s share count. The settlements therefore represent a net reduction of 14,369,659 fully diluted shares while increasing outstanding shares by about 8.1 million. The new shares are scheduled to be issued by January 15, 2026, or earlier at each holder’s election.

Positive

• Large reduction in potential dilution: Cancelling obligations and equity-linked instruments that could have added 22,498,405 shares results in a net reduction of 14,369,659 fully diluted shares.

Negative

• Immediate dilution to existing holders: The settlements will increase outstanding common shares by issuing 8,101,746 new shares to the participating holders.

Insights

Equity structure and dilution analyst

Bion trades future potential dilution for a smaller, immediate share issuance.

Bion Environmental Technologies is retiring a mix of deferred compensation, convertible notes, warrants, and options in exchange for issuing 8,101,746 common shares to several current and former affiliates. Those cancelled instruments could have expanded the share count by 22,498,405 if fully converted or exercised, so the agreement removes a large potential overhang and simplifies the capital stack.

The company quantifies a net reduction of 14,369,659 fully diluted shares, meaning fewer possible shares outstanding in future scenarios than before these settlements. At the same time, the 8.1 million new shares will increase the current outstanding share count once issued, which is dilutive in the near term but materially lowers long-term contingent dilution compared with the prior structure.

The shares are to be issued by January 15, 2026, or earlier at each holder’s election, so the impact on the shareholder base will phase in over that period. Future disclosures in company communications may provide more detail once the formal agreements are executed and attached as exhibits.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): September 18, 2025 (September 15, 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 1.01 Entry Into a Material Definitive Agreement.

Effective September 15, 2025, pending formal documentation and execution, two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s former CEO), and three non-affiliates of the Company (Dominic Bassani’s spouse, Mark A. Smith, previously a Director and President, and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’) have each individually agreed to a settlement (“Settlement Agreements”) that will simplify Bion’s capital structure and substantially reduce the number of Fully Diluted Shares. In consideration of the cancellation of various obligations and security instruments held by the Holders, including without limitation deferred compensation, convertible notes, warrants, and options, the Holders (as a whole) will receive, in aggregate, 8,101,746 shares of common stock. If all the instruments they forfeited had been converted or exercised, it could have increased the Company’s shares outstanding by 22,498,405. The transactions represent a net reduction in fully diluted shares of 14,369,659 and an increase in outstanding shares of 8,101,746 (approximately).

The shares will be issued by January 15, 2026, or earlier upon the election of the individual Holders. When the formal agreements are executed and ratified by the Board, they will be attached as an exhibit to a Form 8-K.

Item 7.01 Regulation FD Disclosure.

On September 18, 2025, the Company issued a press release entitled “Bion Completes Major Capital Structure Overhaul and Cleanup” 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
	99.1		Press Release titled “Bion Completes Major Capital Structure Overhaul and Cleanup”
	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: September 18, 2025	Name:	Stephen Craig Scott Interim CEO

FAQ

What capital structure change did Bion Environmental Technologies (BNET) announce?

Bion Environmental Technologies disclosed settlement agreements under which certain current and former related parties will cancel various obligations and equity-linked instruments in exchange for common stock, simplifying the company’s capital structure.

How many new shares will Bion Environmental Technologies (BNET) issue under the settlements?

The holders, as a group, will receive an aggregate 8,101,746 shares of Bion Environmental Technologies common stock in exchange for cancelling their claims and securities.

How much potential dilution is being removed by Bion Environmental Technologies (BNET)?

If all of the cancelled instruments had been converted or exercised, they could have increased Bion Environmental Technologies’ shares outstanding by 22,498,405, so the company cites a net reduction of 14,369,659 fully diluted shares.

When will the new Bion Environmental Technologies (BNET) shares be issued?

The company states that the 8,101,746 shares will be issued by January 15, 2026, or earlier if any individual holder elects.

Who are the holders involved in Bion Environmental Technologies’ (BNET) settlement agreements?

Participants include two affiliates (family members of the late former CEO Dominic Bassani) and three non-affiliates (including his spouse, Mark A. Smith, previously a Director and President, and Edward Schafer, previously a Director), collectively referred to as the holders.

What disclosure did Bion Environmental Technologies (BNET) make under Regulation FD?

Bion Environmental Technologies noted that on September 18, 2025, it issued a press release titled “Bion Completes Major Capital Structure Overhaul and Cleanup,” which is available on the Investors page of its website.