Bion Environmental Technologies Inc 8-K Filing

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• bion_8k.htm (8-K) — 32KB
• ex99x1.htm (EX-99.1) — 9KB
• ex99x2.htm (EX-99.2) — 48KB
• image_001.gif (GRAPHIC) — 1KB
• image_002.gif (GRAPHIC) — 1KB
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• 0001079973-25-001828.txt ( ) — 266KB
• bion-20251205.xsd (EX-101.SCH) — 3KB
• bion-20251205_lab.xml (EX-101.LAB) — 33KB
• bion-20251205_pre.xml (EX-101.PRE) — 22KB
• bion_8k_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 9, 2025, the Company issued a press release entitled "Bion and Kimmeridge Execute Memorandum of Understanding : related to execution of a Memorandum of Understanding ("MOU") between Kimmeridge Energy Management, LLC, for and on behalf of itself and certain of its affiliates ("Kimmeridge") and the Company, which press release has been placed on the investors page of our website.

01 Other Events

Item 8.01 Other Events On December 5, 2025, the Company entered into an MOU with Kimmeridge (New York, New York) outlining a preliminary framework to explore the use of Bion's ammonia recovery technology at a large Renewable Natural Gas (RNG) facility. Under the MOU, the Company and Kimmeridge together will: a) Share costs and collaborate on engineering work, fertilizer sample production, testing, and agronomic validation, life-cycle analysis (including CI scoring), and commercial planning. b) Evaluate and negotiate a joint Venture to develop an Ammonia Recovery System (ARS) to produce premium organic fertilizers at a potential RNG facility operated by an affiliate of Kimmeridge. As part of the MOU, the Company has granted Kimmeridge a limited Right of First Refusal ("ROFR") on a 10 million share equity investment in the Company during the evaluation period, at a price that is a premium to the current market price. See Exhibit 99.2 which sets forth the MOU in its entirety, except that a redaction has been made to Section 4.1 under SEC Regulation S-K Item 601(b)(10). The redaction is not material and is confidential information whose disclosure could adversely impact the Company. The Company's immediate responsibilities under the MOU include: a) Initiate a Front-End Loading Level 1 ("FEL-1" engineering study addressing the integration of its ammonium bicarbonate technology with digestate produced by an RNG Facility. The study will include preliminary process design, mass and energy balances, equipment configuration, utilities requirements, site-integration considerations, and preliminary capital and operating cost estimates for an Ammonium Bicarbonate fertilizer production facility. b) Following completion of the Company's current commercial sample order for a different party, the Company will dedicate Ammonium Bicarbonate production as directed by Kimmeridge, to mutually agreed partners and universities for product validation, agronomic testing, and mark

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release titled "Bion and Kimmeridge Execute Memorandum of Understanding 99.2 Kimmeridge Memorandum of Understanding (Certain portions of this exhibit have been omitted pursuant to item 601(b)(10) of Regulation S-K) 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: December 9, 2025 Name: Stephen Craig Scott Interim CEO

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