Bion Environmental completes structure overhaul, cleanup

Bion Environmental (BNET) has simplified and reduced its capital structure by eliminating several legacy convertible obligations, deferred compensation, warrants, and options, and issuing substantially fewer shares to their holders. The holders will surrender, in aggregate, obligations and security instruments that could have increased the Company’s outstanding shares by up to 22,948,405 shares, if all were converted or exercised. Eliminating these obligations will dramatically simplify Bion’s capital structure, as well as its accounting and SEC reporting. The holders will receive, in aggregate, 8,101,746 shares of common stock. The transactions will produce a net reduction in fully diluted shares of approximately 14,369,659 shares. The settlements were with 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 Smith, previously a Director and President, and Edward Schafer, previously a Director. The transactions were effective September 15, 2025, pending formal documentation and execution. The shares will be issued on 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 SEC Form 8-K that will be filed by Bion. It should be noted, the current Bassani family and Smith settlements are in addition to a previous Giveback Agreement in April 2024, when they surrendered instruments representing 6,187,500 shares and 2,500,000 shares, respectively. In addition to the settlements, 1,321,000 warrants, that were set to expire on September 15, 2025, were not extended. They were exercised under their cashless exercise provisions, resulting in the issuance of 209,816 shares. This further reduces the Company’s fully-diluted shares by 1,111,184 shares.