Bion Environmental Technologies Enters Material Definitive Agreement

TL;DR

BION signed a big deal on April 1st, filing it today.

AI Summary

Bion Environmental Technologies, Inc. announced on April 3, 2024, that it entered into a Material Definitive Agreement on April 1, 2024. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Colorado and its fiscal year ends on June 30.

Why It Matters

This filing indicates a significant new agreement for Bion Environmental Technologies, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, making the immediate impact uncertain.

Key Players & Entities

• BION ENVIRONMENTAL TECHNOLOGIES, INC. (company) — Registrant
• April 3, 2024 (date) — Date of Report
• April 1, 2024 (date) — Date of earliest event reported
• Colorado (jurisdiction) — State of Incorporation
• 000-19333 (commission_file_number) — SEC File Number
• 84-1176672 (irs_number) — IRS Employer Identification Number
• 9 East Park Court Old Bethpage , New York 11804 (address) — Principal Executive Offices
• 516 - 586-5643 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $56,250 — im (2,425,000, in aggregate) and waived $56,250 of accrued deferred compensation (conve

Filing Documents

• bion_8k.htm (8-K) — 30KB
• ex10x1.htm (EX-10.1) — 29KB
• ex10x2.htm (EX-10.2) — 20KB
• ex99x1.htm (EX-99.1) — 7KB
• image_013.jpg (GRAPHIC) — 10KB
• 0001079973-24-000506.txt ( ) — 278KB
• bion-20240401.xsd (EX-101.SCH) — 3KB
• bion-20240401_lab.xml (EX-101.LAB) — 33KB
• bion-20240401_pre.xml (EX-101.PRE) — 22KB
• bion_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Effective April 1, 2024 the Company entered into two material definitive agreements regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company's largest shareholder (collectively "Bassani Family")(see Exhibit 10.1)("Bassani Family Agreement"), and b) Mark A. Smith, President of the Company and a director ("MAS")(see Exhibit 10.2)("MAS Agreement"). The Bassani Family and MAS entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management is added to the Company's management team. The Bassani Family has agreed to surrender not less than approximately 20% of its Company holdings (as of December 2023) which surrender will increase to approximately 30% based on certain financing performances set forth in Exhibit 10.1. The Bassani Family will elect exactly which Company securities it will surrender for cancellation on or before June 30, 2024, the Company's fiscal year end. The Bassani Family Agreement also sets forth requirements regarding conversion of convertible notes held by members of the Bassani Family after the security surrender. See Exhibit 10.1 for the material terms of the contemplated transactions. MAS has agreed to surrender approximately 30% of his Company holdings (as of December 2023). Immediately upon the effectiveness of the MAS Agreement, he cancelled all Company options held by him (2,425,000, in aggregate) and waived $56,250 of accrued deferred compensation (convertible into 75,000 shares of the Company's common stock). The MAS Agreement also sets forth requirements regarding conversion of convertible notes held by MAS after the security surrender and references the planned retirement of MAS on or before May 15, 2024. See Exhibit 10.2 for the material terms of the contemplat

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 22, 2024, the Company issued a press release entitled " Bion Announces Voluntary Share Surrender " which press release has been placed on the Investors page of our website.

01 Financial

Item 9.01 Financial (d) Exhibits . Exhibit No. Description 10.1 Form of Bassani Family Agreement (dated April 1, 2024) 10.2 Form of MAS Agreement (dated April 1, 2024) 99.1 Press Release titled " Bion Announces Voluntary Share Surrender" (dated April 2, 2024) 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/ Mark A. Smith Date: April 3, 2024 Name: Mark A. Smith, President

View Full Filing

View this 8-K filing on SEC EDGAR