Bion Environmental Technologies Files 8-K

TL;DR

BION filed an 8-K on 9/18 for 9/15 events - material agreement, Reg FD, and financials filed.

AI Summary

Bion Environmental Technologies, Inc. filed an 8-K on September 18, 2025, reporting on events that occurred on September 15, 2025. The filing indicates the entry into a material definitive agreement, a Regulation FD disclosure, and the filing of financial statements and exhibits. Specific details regarding the agreement or financial statements are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate activity for Bion Environmental Technologies, Inc., potentially involving new agreements or financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial statement disclosures, which can introduce new risks or opportunities that are not yet fully detailed.

Key Players & Entities

• BION ENVIRONMENTAL TECHNOLOGIES, INC. (company) — Registrant
• September 18, 2025 (date) — Date of Report
• September 15, 2025 (date) — Date of earliest event reported
• 000-19333 (company) — Commission File Number
• 84-1176672 (company) — IRS Employer Identification Number

FAQ

Filing Documents

• bion_8k.htm (8-K) — 28KB
• ex99x1.htm (EX-99.1) — 8KB
• image_001.jpg (GRAPHIC) — 9KB
• 0001079973-25-001477.txt ( ) — 206KB
• bion-20250915.xsd (EX-101.SCH) — 3KB
• bion-20250915_lab.xml (EX-101.LAB) — 33KB
• bion-20250915_pre.xml (EX-101.PRE) — 22KB
• bion_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive

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.

01 Regulation FD Disclosure

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.

01 Financial Statements

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

View Full Filing

View this 8-K filing on SEC EDGAR