8-KFiled Jul 13, 8:00 PM ET

Bion Environmental Technologies Announces Settlement of Fair Oaks Litigation

$BNET · BION ENVIRONMENTAL TECHNOLOGIES INC

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Bion Environmental Technologies Announces Settlement of Fair Oaks Litigation

What Happened

  • Bion Environmental Technologies (BNET) announced on July 14, 2026 that it has settled litigation and mechanic’s liens related to the construction of the Ammonia Recovery System at its Fair Oaks demonstration facility. The facility was completed in July 2023; the first lien was filed in March 2024 and litigation began in April 2025.
  • Under the settlement with Hamstra (the general contractor) and a separate agreement between Hamstra and subcontractor Dilling Group, all liens and litigation tied to the project will be dismissed. As part of the settlement, Bion will issue Hamstra a convertible promissory note in the principal amount of $1,774,512.72.

Key Details

  • Settlement note: $1,774,512.72 convertible promissory note to Hamstra.
  • Note terms: maturity December 31, 2026, 10% interest, plus a contingent cash payment of $653,915 at the time of a future Bion financing; remaining principal to convert into Bion common stock at the price of that financing.
  • Debt extensions: holders of Bion’s Secured Convertible Promissory Notes and May 2024 Convertible Promissory Notes (originally maturing June 30, 2026) agreed to extend maturity to December 31, 2026; Bion Loan Group extended its secured note to January 31, 2027.
  • Regulation FD: Company issued a press release titled “Bion Announces Settlement of Fair Oaks Litigation” on July 14, 2026.

Why It Matters

  • The settlement removes active liens and litigation related to the Fair Oaks Ammonia Recovery System, resolving a multi-year dispute that began with a lien in March 2024 and litigation in April 2025. That reduces legal uncertainty tied to the project.
  • The company is issuing new convertible debt of about $1.77 million with a cash component tied to a future financing, which affects near-term obligations and could lead to equity dilution if the note converts.
  • Extensions of existing note maturities push near-term repayment deadlines into late 2026/early 2027, giving Bion more time to manage liquidity and pursue financing, but also lengthen outstanding convertible obligations on the balance sheet.