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): July 3, 2024 (June 27, 2024)
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
516-586-5643
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 June 27, 2024, the Board of Directors of the Company agreed to amend the terms of the material definitive agreements dated April 1, 2024 regarding voluntary surrender for cancellation of securities of the Company (and related matters) by: a) members of the family of Dominic Bassani, recently deceased former Chief Executive Officer and (with his family) the Company’s largest shareholder (collectively “Bassani Family”)(see Form 8-K dated April 3, 2024, Exhibit 10.1)(“Bassani Family Agreement”), and b) Mark A. Smith, President of the Company and a director (“MAS”)(see Form 8-K dated April 3, 2024, Exhibit 10.2)(“MAS Agreement”). The Bassani Family and MAS entered into these agreements with the intention of mitigating dilution to shareholders as new, successor management is added to the Company’s management team.
The amendments solely extend any dates of certain required conversions and/or exercises (and related promissory note maturity dates and warrant expiration dates), if any, that were earlier than January 15, 2025 to said date. No changes were made regarding any ‘give backs’ of securities of the Company.
On June 30, 2024, the Bassani Family provided the Company with their list regarding surrender of 20% of its Company holdings (as of December 2023)(See Exhibit 10.1 hereto). As previously reported, MAS has previously completed 100% of his ‘give backs’.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024 Mr. Turk Stovall and Mr. Bob Weerts were appointed to the Board of Directors of the Company by the Board. See Exhibit 10.2 for information concerning Mr. Weerts.
At the same Board meeting, MAS formally informed the Board of his intention that his long anticipated retirement from his various positions (including Director, President, Interim Chief Financial Officer and General Counsel) at the Company (and its subsidiaries) begin effective the end of business on July 31, 2024. The Board commenced discussion of how best to replace his services which discussion is on-going.
Item 7.01 Regulation FD Disclosure.
On July 1, 2024, the Company issued a press release entitled “Bion Announces New Board Members” which press release has been placed on the Investors page of our website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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/ Mark A. Smith |
| Date: July 3, 2024 | Name: | Mark A. Smith, President |
