UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 163, 2015

INERGETICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		0-3338		22-1558317
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	550 Broad Street, Suite 1212, Newark, NJ		07102
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 604-2500

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into A Material Definitive Agreement.

~~Securities~~Pursuant to a Master Purchase Order Assignment Agreement dated as of ~~June~~September 161, 2015, ~~12%~~(the “Agreement”), by and among Inergetics, Inc., a Delaware corporation (the ~~Convertible~~“Registrant”), ~~Note~~and ~~due~~the ~~June~~persons 16named therein (each a “Contractor,” and collectively, the “Contractors,” and, together with the Registrant, collectively, the “Parties”), in order to provide the Registrant with certain financing to, among other items, have its products manufactured, packaged and shipped, the Contractors, on the terms and conditions set forth in the Agreement, made available to the Registrant, until August 31, 2016, purchase order financing, which the Registrant at any time during the term of the Agreement cannot have outstanding more than $1,000,000 (the “$1,000,000 Cap”), under the Agreement.

~~Inergetics,~~Pursuant ~~Inc.,~~to athe ~~Delaware~~terms ~~corporation~~of (the Agreement ~~“Company,”~~(i) ~~“we,”~~the ~~“us,”~~Registrant orsubmits ~~“our”)~~for ~~entered~~acceptance ~~into~~and aassignment ~~securities~~purchase orders that it receives from its customers and that the Registrant desires to have the Contractors provide purchase ~~agreement~~order financing for (each a “~~SPA 1~~PO,” and collectively, “POs”), (ii) ~~dated~~if asa ofsubmitted ~~June~~PO ~~16,~~is ~~2015,~~accepted ~~with~~by anthe ~~accredited~~Contractors, ~~investor~~such ~~(“Buyer~~PO ~~1”).~~will ~~Pursuant~~be assigned to the ~~terms~~Contractors ofby ~~SPA~~the 1Registrant, ~~the~~and (iii) ~~Company~~the ~~issued~~Contractors ~~and~~shall ~~sold~~thereafter topay ~~Buyer~~directly 1to athe ~~12%~~product ~~convertible~~manufacturer ~~promissory~~(each ~~note~~a in“Manufacturer”, and collectively, the ~~aggregate~~“Manufacturers”) ~~principal~~the ~~amount~~Manufacturer’s ofprice ~~$52,500~~ (the “~~Note 1~~Manufacturer’s Price”), ~~which~~to ~~was~~manufacturer, package ~~paid~~and ~~for~~ship byto ~~Buyer~~the 1customer on(or ~~June~~at 17the Registrant’s option, ~~2015~~the Registrant), the finished and packaged products.

~~Note~~For 1any ~~matures~~accepted onPO, ~~June~~the ~~16,~~Contractors’ funding ~~2016~~commitment ~~and~~shall isnot ~~convertible~~exceed in100% ~~whole~~of orthe ~~in part~~Manufacturer’s ~~into~~Price, ~~shares~~except ofthat, ~~the~~in ~~Company's~~connection ~~common~~with ~~stock~~any PO, atthe Registrant may request the ~~option~~Contractors ofto ~~Buyer~~provide 1up atto ~~any~~85% ~~time~~of ~~prior~~the gross price to ~~the~~be ~~maturity~~paid ~~date~~by atthe acustomer ~~per~~to ~~share conversion~~the ~~price~~Registrant (“the “~~Conversion Price~~Alternative Amount”), ~~equal~~which toif so agreed by the ~~lower~~Contractors, ofsuch Alternative Amount shall be payable by the Contractors as follows: (i) ~~a 38~~100% ~~discount~~of ~~from~~ the ~~lowest~~Manufacturer’s ~~Trading~~ Price ~~(as defined~~directly into ~~Note~~the 1Manufacturer; and (ii) the balance of ~~the~~such ~~Company’s~~Alternative ~~common~~Amount ~~stock~~to the Distributor for the 10uses ~~trading~~described ~~days~~in ~~prior~~the Agreement including, but not limited to, to purchase inventory, pay all fees and expenses owed to the ~~date~~Contractors ~~that~~under the ~~holder~~accepted ~~requests~~PO aand ~~conversion~~to reduce outstanding amounts of the Exchange Notes (as defined below), Other ~~and~~Notes (iias defined below), ~~$0.07.~~the ~~The~~CFAP ~~Conversion~~Notes ~~Price~~(as isdefined ~~subject~~below), and/or all other amounts owed to ~~anti-dilution~~the ~~protection~~Contractors asand/or ~~provided~~any inof ~~SPA 1~~their respective affiliates by the Registrant.

~~Note~~Following 1delivery isof ~~subject~~the products to ~~prepayment~~the customer, atthe ~~any~~customer ~~time~~pays byall amounts owed under the ~~Company~~PO directly to the Contractors, ~~but if~~who deduct from such ~~prepayment~~amount ~~occurs~~all atfees ~~any~~and expenses ~~time~~owed ~~beginning~~to 75the ~~days~~Contractor ~~after~~for ~~the~~such ~~issue~~products ~~date~~and ~~but~~all ~~prior~~remaining funds will go to the ~~maturity date~~Registrant, ~~the~~except ~~Company~~for ~~may~~any ~~prepay~~funds the Contractors ~~Note~~elect 1to byuse ~~paying~~to reduce obligations owed to them and/or their respective affiliates by the ~~holder~~Registrant anincluding, ~~amount~~but ~~equal~~not limited to ~~130%~~, as of ~~the~~September ~~outstanding~~1, 2015 (i) $507,390 aggregate principal amount of ~~Note~~Exchange 1.Notes, ~~Upon~~(ii) a$2,193,130 ~~Qualified~~aggregate ~~Offering~~principal amount ~~(as~~of ~~defined~~other inoutstanding ~~Note~~notes, 1debentures and/or other instruments representing funds owed by the Registrant to the Contractors and/or their respective affiliates (collectively, the “Other Notes”), and (iii) the ~~Company~~$125,000 isaggregate ~~required~~principal amount CFAP Note. All remaining funds shall be provided to ~~prepay~~the ~~Note~~Registrant. All aggregate principal amount of Exchange Notes outstanding reduces the $1,000,000 onamount that the ~~terms~~Registrant ~~provided~~may inrequest ~~Note~~from 1the Contractor under the Agreement on a dollar for dollar basis.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofAgreement, ~~SPA~~for 1all ~~and~~funds advanced ~~Note~~by 1the ~~does~~Contractors ~~not~~to ~~purport~~or ~~to be~~for ~~complete~~the ~~and~~benefit isof ~~subject~~the toRegistrant, ~~and~~the ~~qualified~~Registrant inshall ~~its~~pay ~~entirety by reference~~ to, the ~~full~~Contractors ~~text~~(in ofaddition ~~such~~to the ~~agreements,~~repayment ~~forms~~ of ~~which are~~all ~~filed~~funds ~~herewith~~advanced asunder ~~Exhibits~~the ~~10.1~~Agreement) ~~and~~as ~~10.2, respectively, and are incorporated by reference herein.~~follows:

~~Securities~~(i) ~~Purchase~~A ~~Agreements~~transaction ~~dated~~initiation asand set-up fee equal to the product of ~~July~~(x) 133.0%, ~~2015, 12%~~multiplied ~~Convertible~~by ~~Notes~~(y) ~~due~~the ~~July~~sum 13of (a) the Manufacturer’s Price, ~~2016.~~plus (b) all other funds advanced by Contractor; plus

~~The Company entered into a securities purchase agreement~~ (~~“SPA 2”~~ii), ~~dated~~Commencing ason ofand ~~July~~including ~~16,~~the ~~2015,~~date ~~with~~31 ~~two~~days ~~(2)~~following ~~accredited~~the ~~investors~~Funding Date (~~“Buyers~~as 2defined &in ~~3”). Pursuant to~~ the ~~terms~~Agreement) ofthrough ~~SPA~~and 2,including ~~Buyers~~the 2Clearance &Date 3(as ~~each~~defined ~~purchased~~in ~~from~~ the ~~Company~~Agreement), a ~~12%~~product ~~convertible~~advance ~~promissory~~fee ~~notes~~for ofeach ~~the~~10 ~~Company, in~~day ~~the~~period ~~aggregate~~(pro-rata ~~principal~~for ~~amount~~any ofperiod ~~$145,500~~less ~~per~~than ~~note~~10 ordays) ~~$291,000~~equal into the ~~aggregate~~product of (~~“Notes~~x) 21.25%, ~~and~~multiplied 3”by (y) ~~which~~the ~~were~~aggregate ~~paid for~~amount byof ~~Buyer~~all 2funds &paid 3and/or onadvanced ~~July~~by ~~14,~~the ~~2015~~Contractors ~~and~~in ~~July~~connection ~~16,~~with ~~2015,~~a ~~respectively.~~PO;

~~Notes~~ 2 and 3 mature on July 13, 2016 and are convertible in whole or in part into shares of the Company's common stock, at the option of Buyers 2 & 3, respectively, at any time prior to the maturity dates thereof at a conversion price (collectively, the “Conversion Price”) equal to the lower of (i) a 38% discount from the lowest Trading Price of the Company’s common stock for the 10 trading days prior to the date that the holder requests a conversion and (ii) $0.07. The Conversion Price is subject to anti-dilution protection as provided in the SPA 2.

~~Notes~~(iii) 2A ~~and~~daily 3maintenance ~~are~~equal ~~each subject~~ to ~~prepayment~~0.067% at(compounding ~~any~~daily) ~~time~~of by the ~~Company,~~ ~~but~~aggregate ifamount ~~such~~of ~~prepayment occurs at any time beginning 75 days after~~ the ~~issue~~sum ~~date~~ of ~~Notes 2 and 3 respectively, but prior to~~ the ~~maturity~~Manufacturer’s ~~dates~~Price ~~thereof,~~paid ~~the~~plus ~~Company~~all ~~may~~other ~~prepay~~funds ~~Notes~~advanced ~~2 and 3~~ by ~~paying~~Contractors towhich ~~Buyers~~remain ~~2 & 3 an amount equal to 130% of the~~ outstanding ~~principal~~for ~~amount~~more ofthan ~~Notes~~ninety ~~2 & 3, respectively. Upon a Qualified Offering~~ (~~as defined in Notes 2 and 3~~90), ~~the~~days; ~~Company is required to prepay Notes 2 and 3 on the terms provided in Notes 2 and 3.~~plus

~~The~~(iv) ~~foregoing~~In ~~description~~the ofevent ~~SPA~~a 2PO ~~and~~is ~~Notes~~not 2paid ~~and~~in 3full ~~does~~by ~~not~~the ~~purport~~ customer by the earlier to beoccur ~~complete~~of, ~~and~~among isother ~~subject~~items (x) the due date set forth in the invoice delivered to the customer, and ~~qualified~~(y) in120 ~~its~~days ~~entirety~~of bythe ~~reference~~Funding toDate (a “Delinquent PO”), a late payment fee equal to the ~~full~~product ~~text~~of (x) 0.067% of ~~such~~the ~~agreements~~outstanding portion of the PO Price, ~~forms~~multiplied by (y) number of ~~which are~~days ~~filed~~from ~~herewith~~the asdate ~~Exhibits~~a ~~10.3~~PO ~~and~~becomes ~~10.4,~~a ~~respectively,~~Delinquent ~~and~~PO ~~are~~until ~~incorporated~~the byPO ~~reference~~is ~~herein~~paid in full.

~~Possible~~All POpayments ~~Financing~~due ~~Arrangements~~to ~~and~~the ~~Related~~Contractors ~~Materials~~under the Agreement if not paid when due, shall accrue interest thereon at the rate of 2.0% per 30 days (pro-rata for shorter periods) until such amounts are paid in full.

InUnder ~~order to provide financing to have the Company’s manufacturers produce~~ certain ~~of the Company’s products~~circumstances, ~~the~~in ~~Company~~connection with ~~is currently negotiating the terms of~~ a ~~purchase~~PO ~~order~~accepted ~~financing~~by ~~arrangement with~~and ~~Buyers~~assigned 2to ~~& 3 (~~the ~~“Potential~~Contractors POand ~~Lenders”),~~ pursuant to which the ~~Potential~~Contractors POmade ~~Lenders~~advances ~~would make available up~~ to ~~$1,000,000~~and/or inon ~~purchase~~behalf ~~order financing to~~ of the ~~Company against purchase orders for the Company’s products by the Company’s customers~~Registrant, ~~which purchase orders would need to be approved by~~ the ~~Potential~~Contractors ~~PO Lenders. No assurances~~ can berequire ~~given when, if ever, a purchase order arrangement will be entered into or~~ the ~~terms~~Registrant ~~thereof.~~to ~~If,~~repurchase ~~a purchase order arrangement is entered into,~~ the PO ~~Lenders~~ ~~have discussed with the Company converting~~ and~~/or~~ ~~exchanging Notes 2 and 3 into notes and/~~or ~~financial~~sell ~~obligations of~~ the ~~Company~~ ~~having the same or similar terms as the terms for any purchase order financing the Potential~~ PO ~~Lenders~~products ~~would~~and ~~receive~~pay ~~if they~~to ~~and~~ the ~~Company enter into a purchasing order financing arrangement. Such Potential PO Lenders have discussed preliminarily~~Contractors ~~providing~~all ~~the~~amounts ~~Company~~owed ~~with an account receivable financing facility~~ to ~~provide~~them ~~the Company~~ with ~~funding~~respect ~~for working capital and general corporate purposes~~thereto.

In connection with the entering into the Agreement, the Contractors and/or their respective affiliates exchanged $500,000 aggregate principal amount of convertible notes and/or debentures of the Registrant evidencing funds loaned to the Registrant by one or more of the Contractors and/or their affiliates (the “Prior Notes”), for approximately $507,390 aggregate principal amount (which principal amount included all outstanding principal plus accrued but unpaid interest on the Prior Notes as of September 1, 2015), 12% Senior Secured Convertible Demand Promissory Notes of the Registrant (the “Exchange Notes”), which commencing on September 1, 2015, such Exchange Notes accrued interest at the same rates as payments owed to the Contractors by the Registrant under the Agreement and as set forth in (i) and (ii) above.

All obligations of the Registrant owed to the Contractors (and/or their respective affiliates) under (i) the Agreement, (ii) the Exchange Notes, (iii) the Other Notes, and (iv) the CFAP Note are: (x) convertible into shares of common stock, par value $0.001 per share (the “Common Stock”), of the Registrant at a conversion price equal to the lower of (1) $0.07, and (2) 62% of the lowest price any share of Common Stock was bought or sold on the principal market during the ten (10) consecutive trading days immediately preceding the applicable date of determination, adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transactions, (y) have full ratchet anti-dilution provisions, and (z) are secured by a first priority security interest in and to all assets of the Registrant pursuant to a Security Agreement dated September 1, 2015 by and among the Registrant, the Contractors and the other parties named therein. As a condition to the Contractors entering into the Agreement, 3 creditors of the Registrant subordinated all of the obligations owed by the Registrant to such creditors to the obligations of the Registrant to the Contractors and their respective affiliates under, among other items, the Agreement, the Exchange Notes, the CFAP Note and the Other Notes pursuant to a Subordination Agreement dated as of September 1, 2015 by and among the Registrant, the Contractors, certain of their affiliates and the 3 creditors.

The Agreement also contains various other representations, warranties, covenants, events of default and the like.

In consideration of Contractors’ commitment to make available the funds under the Agreement, to pay the Manufacturing Price and otherwise advance funds to the Registrant pursuant to the Agreement, the Registrant agreed to pay to the Contractor’s a $100,000 Commitment Fee (the “Commitment Fee”), in cash, payable in 4 monthly equal tranches of $25,000, or, at the Registrants sole option, through the issuance of a $125,000 aggregate principal amount 12% Senior Secured Convertible Note of the Registrant due August 31, 2016 (the “CFAP Note”). The Registrant elected to pay the Commitment Fee through the issuance to the Contractors of the CFAP Note.

All descriptions of (i) the Agreement, the Exchange Notes, the Security Agreement and the Subordination Agreement (collectively, the “Transaction Documents”), are summary descriptions only and must be read in connection with the form of such documents attached to this Report as Exhibits 10.1, 10.2, 10.3 and 10.4 and (ii) the Other Notes, which were attached to prior Current Reports on Form 8-K of the Registrant files with the Securities and Exchange Commission.

The Registrant does not plan on publicly disseminating acceptances of and assignments to the Contractors of Purchase Orders, funds advanced to (or on behalf of) the Registrant by the Contractors under the Agreement and/or any other transactions under the Agreement as such are within the Registrant’s regular and ordinary business and the Registrant intends to continuously use the Agreement to fund customer PO’s and for other purposes described herein and in the Agreement to the maximum extent until the Agreement is terminated on or about August 31, 2016 (unless earlier terminated pursuant to the terms of the Agreement).

Pursuant to the terms of the Agreement, the Registrant agreed that no later than March 1, 2016, to reserve 400% of the number of shares of Common Stock issuable upon conversion of the Exchange Notes, the CFAP Note and the Other Notes and all other convertible, exercisable and/or exchangeable securities of the Registrant owned by the Contractors and/or any of their respective affiliates.

The Registrant has applied to the State of New Jersey to receive a tax voucher for approximately $810,000 representing its net operating loss (the “NOL”) for the year ended December 31, 2014, which if tax voucher is granted, a 3^rd party can purchase the NOL. Pursuant to the terms of the Agreement, if the tax voucher is granted and the NOL is sold, all funds received from the sale of such NOL will be provided to the Registrant, except for funds the Contractors elect to use to reduce outstanding obligations of the Registrant to the Contractors and any of their respective affiliates set forth elsewhere herein and in the Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 isand ~~incorporated~~Item ~~herein~~3.02 byis incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 and Item 2.03 is incorporated ~~herein~~ by reference into this Item 3.02.

~~All~~On ~~offers~~or ~~and~~about ~~sales~~August 21, 2015, one of ~~Note~~the Contractors 1,loaned ~~Note~~to 2the ~~and~~Registrant ~~Note~~$52,500 3which ~~were~~was ~~made~~represented by ~~the Company~~a ~~pursuant~~$52,500 to12% ~~exemptions~~Senior ~~from~~Secured ~~the~~Convertible ~~registration~~Promissory ~~requirements~~ Note of the ~~Securities~~Registrant. ~~Act~~On ofor ~~1933~~about September 1, as2015, ~~amended~~the (Registrant issued to the ~~“1933~~holder ~~Act”)~~thereof a $52,689.86 aggregate principal ~~pursuant~~amount toExchange ~~Section~~Note 4solely in exchange for the original $52,500 note (2)which ~~and~~additional ~~Rule~~$189.86 ~~506~~represented ofaccrued ~~Regulation~~but Dunpaid interest ofon ~~the~~such ~~1933~~note ~~Act~~through and including September 1, 2015).

All offers and sales by the Registrant of the Exchange Notes, the Prior Notes, the CFAP Notes and the Other Notes, were made by the Registrant pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) pursuant to Section 4(2) and Rule 506 of Regulation D of the 1933 Act.

Special Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the 1933 Act, Section 21E of the Securities Exchange Act of 1934, as amended, and as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. These risks and uncertainties include, without limitation, the ~~Company~~Registrant's ability to continue to raise capital to fund its operations and lack of operating capital; as well as other risks. Additional information about these and other risks are set forth in the ~~Company~~ Registrant's Annual Report on Form 10-K for the year ending December 31, 2014. The ~~Company~~Registrant undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Registrant’s common stock or any other securities of the Registrant, but merely included to disclose the terms of the transaction mentioned herein.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number	Description
	10.1	Form of ~~Securities~~Master Purchase Order Assignment Agreement dated as of ~~June~~September 161, 2015 ~~(for Note 1)~~
	10.2	Form of 12% ~~Convertible~~Senior ~~Note~~Secured ~~dated~~Convertible ~~June~~Demand ~~16,~~Promissory ~~2015~~Note (~~for~~Exchange Note 1)
	10.3	Form of ~~Securities~~Security ~~Purchase~~ Agreement dated as of ~~July~~September 131, 2015 ~~(for Note 2 and 3)~~
	10.4	Form of ~~12%~~Subordination ~~Convertible~~Agreement ~~Note~~ dated ~~July~~as ~~13,~~of ~~2015~~September ~~(for~~1, ~~Note 2 and 3)~~2015

The above documents attached as Exhibits to this Report (the “Transaction Documents”) have been included as exhibits in this Report to provide information regarding the terms thereof. Such documents are not intended to provide any other financial or other information about the Registrant. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of those documents and as of specific dates; were solely for the benefit of the parties and/or beneficiaries named in the Transaction Documents; may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality. No person should rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Registrant. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the particular Transaction Document, which subsequent information may or may not be fully reflected in public disclosures by the Registrant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INERGETICS, INC.
Date: July 21, 2015		/s/ Michael C. James
Date: September 14, 2015	By:	/s/ Michael C. James
		Michael C. James
		Name: Michael C. James
		Chief Executive Officer and Chief Financial Officer
		Title: Chief Executive Officer and
		Chief Financial Officer

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