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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bion Environmental Technologies Inc (QB) | USOTC:BNET | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.7399 | 0.35 | 0.70 | 71 | 21:15:12 |
As Filed With the Securities and Exchange Commission on September 22, 2020
Registration Statement No. ___________
_____________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant as Specified in its Charter
Colorado | 84-1176672 | |
State or Other Jurisdiction of Incorporation | 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)
Bion Environmental Technologies, Inc.
2006 Consolidated Incentive Plan
(Full title of plan)
Bion Environmental Technologies, Inc.
9 East Park Court
Old Bethpage, New York 11804
(Name and address of agent for service)
(516) 586-5643
(Telephone number, including area code, for agent of service)
Copy to:
Kathy Paradise
9 East Park Court
Old Bethpage, New York 11804
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth Company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] | Accelerated filer [_] | |
Non-accelerated filer [_] (Do not check if a smaller reporting company) |
Smaller reporting company [X] Emerging growth company [_] |
|
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered |
Amount to be Registered(1) |
Proposed Maximum
Offering Price Per Share |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
||||||||||||
Common Stock,
No Par Value |
6,000,000 | $ | 0.50 | (2) | $ | 3,000,000 | (2) | $ | 389.40 | |||||||
Total | $ | 389.40 |
(1) Represents increase in the total number of shares reserved for issuance under the 2006 Consolidated Incentive Plan. A total of 30,000,000 shares have previously been registered under a registration statement on Form S-8 (File No. 333-145153) with respect to the 2006 Consolidated Incentive Plan.
(2) Based on the closing price of Registrant's Common Stock on the OTC Bulletin Board on September 21, 2020, of $0.50.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, Bion Environmental Technologies, Inc., previously filed a registration statement on Form S-8 with the Securities and Exchange Commission on August 6, 2007 (Sec File No. 333-145153) in connection with the registration of an aggregate of 3,200,000 shares of common stock to be issued under the 2006 Consolidated Incentive Plan; on June 18, 2008, an amendment was filed increasing the number of shares being registered to 4,200,000; on October 16, 2009, an amendment was filed increasing the number of shares being registered to 6,000,000; on May 27, 2011, an amendment was filed increasing the number of shares being registered to 8,000,000; on February 28, 2013, an amendment was filed increasing the number of shares being registered to 12,000,000; on May 28, 2014, an amendment was filed increasing the number of shares being registered to 17,000,000; on February 27, 2015, an amendment was filed increasing the number of shares being registered to 22,000,000; and on September 26, 2017, an amendment was filed increasing the number of shares being registered to 30,000,000
Pursuant to General Instruction E of Form S-8, this registration statement is filed solely to register an additional 6,000,000 shares of the Company's common stock for issuance under the 2006 Consolidated Incentive Plan. This increase was approved by the registrant's Board of Directors on September 21, 2020. Pursuant to Instruction E, the contents of the previously filed registration statement on Form S-8 (File No. 333-145153) are hereby incorporated by reference into this registration statement.
|
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
Exhibit Number |
Description |
Location |
||
5.1 | Opinion of Mark A. Smith, Attorney-at-Law, regarding legality | Filed herewith electronically | ||
23.1 | Consent of Eide Bailly, LLP |
Filed herewith electronically |
||
23.3 | Consent of Mark A. Smith, Attorney-at-Law | (Contained in Exhibit 5.1) |
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 22nd of September 2020.
BION ENVIRONMENTAL TECHNOLOGIES, INC. | ||
By: | /s/ Dominic Bassani | |
Dominic Bassani, Chief Executive Officer (Chief Executive Officer) | ||
By: | /s/ Mark A. Smith | |
Mark A. Smith, President, Executive Chairman and Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Edward T. Schafer | September 22, 2020 | |||
Edward T. Schafer | Director | |||
/s/ Mark A. Smith | President, Executive | September 22, 2020 | ||
Mark A. Smith | Chairman, Chief Financial Officer and Director | |||
/s/ Jon Northrop | Secretary and Director | September 22, 2020 | ||
Jon Northrop |
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