Bion Completes Major Capital Structure Overhaul and Cleanup

Core Viewpoint - Bion Environmental Technologies, Inc. has simplified its capital structure by eliminating legacy convertible obligations and issuing fewer shares, which will enhance transparency and facilitate strategic partnerships moving forward [1][6]. Capital Structure Changes - The company has eliminated obligations that could have increased outstanding shares by up to 22,948,405 shares, resulting in a net reduction of approximately 14,369,659 fully diluted shares [2]. - The holders will receive a total of 8,101,746 shares of common stock as part of the settlement [2]. - In addition, 1,321,000 warrants were not extended and were exercised, leading to the issuance of 209,816 shares and a further reduction of 1,111,184 fully diluted shares [5]. Settlements and Agreements - Settlements were made with two affiliates and three non-affiliates of the company, including family members of the late former CEO Dominic Bassani [3]. - The transactions were effective as of September 15, 2025, with shares to be issued on January 15, 2026, or earlier upon holder election [4]. - This is in addition to a previous Giveback Agreement in April 2024, where 6,187,500 shares and 2,500,000 shares were surrendered [4]. Strategic Direction - The CEO emphasized the importance of simplifying the company’s structure to maximize transparency and facilitate the identification of strategic partners and projects [6]. - The company’s patented Ammonia Recovery System (ARS) aligns with global trends towards circular economy models and low-carbon agriculture, addressing environmental concerns related to ammonia emissions from organic waste [6].