Bion Environmental Technologies (BNET) slashes 14,369,659 fully diluted shares

Rhea-AI Filing Summary

Bion Environmental Technologies, Inc. entered into settlement agreements with five holders linked to former executives and affiliates to clean up its capital structure. In exchange for cancelling deferred compensation, convertible notes, warrants, and options, these holders will receive an aggregate 8,101,746 shares of common stock.

The cancelled instruments, if fully converted or exercised, could have increased shares outstanding by 22,498,405. This results in a net reduction of 14,369,659 fully diluted shares while increasing current outstanding shares by 8,101,746. The new shares are scheduled to be issued by January 15, 2026, or earlier at each holder’s election, which simplifies the company’s obligations to these former insiders and affiliates.

Insights

Equity capital markets analyst

Bion trades 8.1M new shares for removal of 22.5M potential dilution.

Bion Environmental Technologies, Inc. has consolidated legacy obligations to former executives and affiliates into equity. The company will issue 8,101,746 common shares to five holders in exchange for cancelling deferred compensation, convertible notes, warrants, and options previously owed to them.

The filing states that, if fully exercised or converted, the cancelled instruments could have increased shares outstanding by 22,498,405, but instead the deal results in a net reduction of 14,369,659 fully diluted shares. That meaningfully reduces overhang from historical compensation and financing while modestly increasing current outstanding shares.

The shares are expected to be issued by January 15, 2026, or earlier at the holders’ election, so the impact on the public float will phase in over this period. Future disclosures in periodic reports can show the updated share count and any remaining legacy obligations after these settlements are completed.

8-K Event Classification

2 items: 1.01, 9.01

2 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 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 →

false 0000875729 0000875729 2025-10-07 2025-10-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 8, 2025 (October 7, 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 10/7/2025, the Board of Directors ratified settlement agreements (“Settlement Agreements”) executed by 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’). The Settlement Agreements 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Bassani Family Group Settlement Agreement
10.2		Mark Smith Settlement Agreement
10.3		Edward Schafer Settlement Agreement
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: October 8, 2025	Name:	Stephen Craig Scott Interim CEO

FAQ

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

Bion Environmental Technologies approved settlements exchanging legacy obligations for 8,101,746 new common shares. In return, holders cancel deferred compensation, convertible notes, warrants, and options, cutting potential dilution that previously could have added 22,498,405 shares if fully converted or exercised.

How many shares will Bion Environmental Technologies (BNET) issue under the settlement agreements?

Bion will issue an aggregate 8,101,746 shares of common stock to five holders. These shares compensate for cancelling various obligations and security instruments, including deferred compensation, convertible notes, warrants, and options previously held by affiliates and former directors of the company.

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

If fully converted or exercised, the cancelled instruments could have increased shares outstanding by 22,498,405. Instead, Bion will issue 8,101,746 shares, producing a net reduction of 14,369,659 fully diluted shares and simplifying the company’s capital structure going forward.

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

The settlements involve two affiliates, Danielle Lominy and Christopher Parlow, and three non-affiliates: the spouse of former CEO Dominic Bassani, former director and president Mark A. Smith, and former director Edward Schafer. Collectively, they are referred to as the “Holders” in the agreement.

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

The new shares are scheduled to be issued by January 15, 2026, or earlier at each holder’s election. This timing means the increase in outstanding shares and the related reduction in fully diluted overhang will be phased in as individual holders choose issuance dates.

Why does Bion Environmental Technologies (BNET) say these settlements simplify its capital structure?

The company is replacing multiple legacy obligations—deferred compensation, convertible notes, warrants, and options—with a fixed share grant of 8,101,746 shares. This removes instruments that could have added 22,498,405 shares, resulting in a net reduction of 14,369,659 fully diluted shares and fewer moving parts.