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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 |
