8-K - BNET - Equibles

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 ofReport (Date of earliest event reported): January 27, 2026 (January15, 2026)

BION

ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant

as Specified in its Charter

Colorado	000-19333	84-1176672
State or Other Jurisdiction<br> of Incorporation	Commission File Number	IRS Employer Identification<br> Number

9

East Park Court

OldBethpage**, NewYork**

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> 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 8.01 Other Event

On 1/22/2026, the Board of Directors ratified granting a 90-day extension to the issuance of 7,701,746 settlement shares to two affiliates of the Company (Danielle Lominy and Christopher Parlow, family members of the late Dominic Bassani, Bion’s former CEO), and two non-affiliates of the Company (Dominic Bassani’s spouse and Edward Schafer, previously a Director) (referred to hereinafter collectively as ‘Holders’), effective 1/15/26. The Holders have agreed to the extension. The shares will be issued by April 15, 2026, or earlier upon the election of the individual Holders.

Upon the election of Mark Smith, previously a Director and President, 400,000 settlement shares were issued on 11/12/2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
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<br> Craig Scott
Date: January 27, 2026	Name:	Stephen Craig Scott <br>Interim CEO