Securities Registration: Employee Benefit Plan (s-8)

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