S-8

As Filed With the Securities and Exchange Commission on September 26, 2017

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

Box 566/1774 Summitview Way

Crestone, Colorado 81131

(Address of Principal Executive Offices, Including Zip Code)

(212) 758-6622

(Registrant's Telephone Number, Including Area Code)

Bion Environmental Technologies, Inc.

2006 Consolidated Incentive Plan

(Full title of plan)

Bion Environmental Technologies, Inc.

Box 566/1774 Summitview Way, Crestone, Colorado   81131

(Name and address of agent for service)

(212) 758-6622

(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" and "smaller reporting 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  ☒
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 7(a)(2)(B) of the Securities Act. ¨

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	8,000,000	$0.65(2)	$5,200,000(2)	$602.68
			Total	$602.68

(1) Represents increase in the total number of shares reserved for issuance under the 2006 Consolidated Incentive Plan.  A total of 22,000,000 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 25, 2017, of $0.65.

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; and on February 27, 2015, an amendment was filed increasing the number of shares being registered to 22,000,000

Pursuant to General Instruction E of Form S-8, this registration statement is filed solely to register an additional 8,000,000 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 22, 2017.  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 GHP Horwath, P.C.	Filed herewith electronically
23.2	Consent of Eide Bailley LLC	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, in the City of Crestone and State of Colorado on the 26th day of September 2017.

	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 26, 2017
Edward T. Schafer	Director
/s/ Mark A. Smith	President, Executive	September 26 , 2017
Mark A. Smith	Chairman, Chief Financial Officer and Director
/s/ Jon Northrop	Secretary and Director	September 26, 2017
Jon Northrop

EX-5.1

Exhibit 5.1

September 26, 2017

Board of Directors

Bion Environmental Technologies, Inc.

Box 566/1774 Summitview Way

Crestone, Colorado  81131

Dear Board of Directors:

I have acted as counsel to Bion Environmental Technologies, Inc., a Colorado corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of an amendment to a  Registration Statement on Form S-8 (the "Registration Statement"), pursuant to which the Company is registering under the Securities Act of 1933, as amended, 8,000,000 shares (the "Shares") of its common stock, no par value (the "Common Stock") which may be issued under the Company's 2006 Consolidated Incentive Plan.  This opinion is being rendered in connection with the filing of the Registration Statement.  All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, I have examined the Company's Articles of Incorporation and Bylaws, both as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company's officers as I have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing and subject to the limitations set forth below, I am of the opinion that the Shares have been duly and validly authorized by the Company and will be, when issued in accordance with the Company's 2006 Consolidated Incentive Plan, duly and validly issued and fully paid and non-assessable.

This opinion is limited to the laws of the State of Colorado, and I express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Mark A. Smith, Attorney–at-Law

/s/ Mark A. Smith, Attorney-at-Law

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Bion Environmental Technologies, Inc. (the “Company”) of our report dated September 19, 2016 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern) on the June 30, 2016 consolidated financial statements of the Company, which report appears in the Annual Report on Form 10-K of Bion Environmental Technologies, Inc. and subsidiaries for the year ended June 30, 2017.

/s/ GHP HORWATH, P.C.

Denver, Colorado

September 26, 2017

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 26, 2017 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern) on the consolidated financial statements of Bion Environmental Technologies, Inc. and Subsidiaries, which report appears in the annual report on Form 10-K of Bion Environmental Technologies, Inc. and Subsidiaries for the year ended June 30, 2017.

/s/ Eide Bailly LLP

Denver, Colorado

September 26, 2017