Current Report
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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): 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

 

 

 

  

Exhibit 10.1

 

 

SETTLEMENT AGREEMENT

 

 

This Settlement Agreement (“Settlement Agreement”) made effective as of September 15, 2025 between Linda Bassani, Danielle Lominy, Christopher Parlow, each individually and, as applicable, in their respective roles as trustees, beneficiaries and/or executors of Dominic Bassani’s estate and/or various trusts set up by Dominic and/or Linda Bassani (together, the “Bassani Holders”) and Bion Environmental Inc. (the “Company”).

 

And whereas the Bassani Holders believes it to be in their best interest and the best interest of the Company and its stockholders to assist in mitigation of dilution by surrendering ownership in the various securities of Bion and all sums owed to the Bassani Holders by the Company.

 

The Company Agrees to the following:

 

a)The issuance, in aggregate, of 7,200,000 shares of common stock of the Company (the “Common Stock”) on the date of January 15,2026 or earlier upon the election of the Bassani Holders;
b)The Company agrees to the cancellation of three Promissory Notes owed to the Company with a balance of $555,333.00 at 9/15/2025.
c)The Company agrees to the cancellation of the remaining 5% of the Bassani Family Holdings as set forth in the “Give Back Agreement” effective April 1, 2024 and referenced in the Company’s Form 8-K, exhibit 10.1, filed on April 3, 2024.

 

Linda Bassani Agrees to the following:

 

a)The surrender/cancellation of the 2020 Convertible Obligation Collateral Note with a balance at 9/15/2025 of $389,318.00 (the “Collateral Note”);
b)The surrender/cancellation of the 2015 Replacement Collateral Note 1 with a balance of $170,466.00;
c)The surrender/cancellation of the 2015 Replacement Note 2 with a balance of $7,907.00
d)The surrender/cancellation of 740,000 warrants carrying an exercise price adjustment equal to 90% of the exercise price (the “90% Warrants”); each representing the right to acquire one share of stock;
e)The surrender/cancellation of 475,000 warrants carrying an exercise price adjustment equal to 75% of the exercise price (the 75% Warrants”); each representing the right to acquire one share of stock;
f)To waive her claim with regard to the balance of Dominic Bassani’s (“DB”) accumulated deferred compensation ($12,409.00) at 9/15/2025;
g)To waive her claim with regard to the balance of accrued life insurance of $140,000.

 

Danielle Lominy Agrees to the following:

 

a)The surrender/cancellation of 300,000 warrants carrying an exercise price adjustment of 90% of the exercise price (“90% Warrants”);
b)The surrender/cancellation of 1,239,185 warrants carrying an exercise price adjustment of 75% of the exercise price (“75% Warrants”);

 

Christopher Parlow Agrees to the following:

 

a)The surrender/cancellation of 400,000 warrants carrying an exercise price adjustment of 90% of the exercise price (“90% Warrants”);
b)The surrender/cancellation of 1,352,184 warrants carrying an exercise price adjustment of 75% of the exercise price (“75% Warrants”);

 

 
 

Bassani Holders (as trustees and/or beneficiaries) Agree to the following:

 

a)The surrender/cancellation of the 2020 Convertible Trust Note with a balance at 9/15/2025 of $459,277.00;
b)The surrender/cancellation of 3,000,000 warrants carrying an exercise price adjustment of 75% of the exercise price (“75% Warrants”);

 

This Agreement is intended to be fully binding when executed.

 

 

Linda Bassani Bion Environmental Technologies, Inc.
   
By: /s/ Linda Bassani     By: /s/ Stephen Craig Scott   
Linda Bassani Stephen Craig Scott, CEO
Date: 9/26/2025 Date: 9/26/2025

 

Danielle Lominy

 

 

By: /s/ Danielle Lominy

Date: 9/26/2025

 

 

Christopher Parlow

 

 

By: /s/ Christopher Parlow

Date: 9/26/2025

 

 

Exhibit 10.2

 

 

Logo, company name Description automatically generated

 

SETTLEMENT AGREEMENT

 

 

 

This Settlement Agreement (“Settlement Agreement”) made effective as of September 15, 2025 between Mark A. Smith (“MAS”) and Bion Environmental Inc. (the “Company”).

 

And whereas MAS believes it to be in his best interest and the best interest of the Company and its stockholders to assist in mitigation of dilution by surrendering ownership in the various securities of Bion and all sums owed to MAS by the Company.

 

The Company Agrees to the following:

 

a)The issuance of 400,000 shares of common stock of the Company (the “Common Stock”) on the date of January 15,2026 or earlier upon the election of MAS;
b)The Company agrees to the cancellation of the Promissory Note owed to the Company with a balance of $38,531.00 at 9/15/2025.

 

MAS Agrees to the following:

 

a)The surrender/cancellation of the 2020 Convertible Obligation Collateral Note with a balance at 9/15/2025 of $126,958.00 (the “Collateral Note”), representing the right to acquire 253,916 shares of Common Stock and 253,916 warrants, each representing the right to acquire one share of Common Stock;
b)To waive his claim with regard to the balance of his accumulated Deferred Compensation ($84,664.00) at 9/15/2025, representing the right to acquire 457.644 shares of Common Stock at the market price of $.185 (Close of business at 9/15/2025)
c)To waive his claim with regard to the balance of accumulated unreimbursed expenses ($41,246.01) at 9/15/2025.
d)No further extensions of the expiration dates of MAS’s or MAS’s gifted warrants.
e)No interest will accrue on any obligations between September 15, 2025, and January 15, 2026.

 

This Agreement is intended to be fully binding when executed.

 

Bion Environmental Technologies, Inc.

 

 

Mark A. Smith Bion Environmental Technologies, Inc
   
By: /s/ Mark A. Smith     By: /s/ Stephen Craig Scott   
Mark A. Smith Stephen Craig Scott, CEO
   
Date: 9/17/2025 Date: 9/17/2025

 

 

Exhibit 10.3

 

 

Logo, company name Description automatically generated

 

SETTLEMENT AGREEMENT

 

 

 

This Settlement Agreement (“Settlement Agreement”) made effective as of September 15, 2025 between Edward Schafer (“ES”) and Bion Environmental Inc. (the “Company”).

 

And whereas ES believes it to be in his best interest and the best interest of the Company and its stockholders to assist in mitigation of dilution by surrendering ownership in the various securities of Bion and all sums owed to ES by the Company.

 

The Company Agrees to the following:

 

a)The issuance of 501,746 shares of common stock of the Company (the “Common Stock”) on the date of January 15,2026 or earlier upon the election of ES;

 

ES Agrees to the following:

 

a)The surrender/cancellation of the 2020 Convertible Obligation Collateral Note with a balance at 9/15/2025 of $101,972.98 (the “Note”),
b)The surrender/cancellation of 23,934 warrants; each representing the right to acquire one share of common stock;
c)The surrender/cancellation of 1,215,000 options; each representing the right to acquire one share of Common Stock;

 

This Agreement is intended to be fully binding when executed.

 

Edward Schafer Bion Environmental Technologies, Inc.
   
By: /s/ Edward Schafer     By: /s/ Stephen Craig Scott   
Edward Schafer Stephen Craig Scott, CEO
   
Date: 10/3/2025 Date: 10/3/2025