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): September ~~June 28~~19, ~~2012 BIO NITROGEN CORPORATION Exact name of registrant as specified in its charter~~2014

BIONITROGEN HOLDINGS CORP.

Exact name of registrant as specified in its charter

New Jersey		33-36670		22-3061278
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8725 NW 18th Terrace, Suite 105	33172-2629
1400 Centrepark Blvd, Suite 860 West Plam Beach, FL		33401
Doral, Florida
(Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

~~(305) 418~~561-~~8545~~600-9550 Registrant’s telephone number, including area code 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~~Section ~~1.01~~8 ~~Entry~~– ~~into~~Other ~~a Material Definitive Agreement~~Events

InItem June 2012, Bio Nitrogen Corporation (the “Company”) entered into subscription agreements (“the Subscription Agreement”) for the purchase of subscription receipts (the “Subscription Receipts”) in a private placement transaction among certain non-United States investors and in the United States to accredited investors under Rule 501(a) of Regulation D under the U8.S.01 ~~Securities~~Other ~~Act of 1933, as amended (the “Investors”) at a price of $1,000 per Subscription Receipt~~Events. Each Subscription Receipt is automatically exchangeable into one unit (a “Unit”) upon the satisfaction of the Escrow Release Conditions under the Subscription Agreement.. Each Unit is comprised of a 12% convertible debenture (the “Convertible Debentures) and one warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase 25,000 common shares of the Company at a price of $0.06 per common share on or before June 30, 2015.

~~Pursuant~~BioNitrogen toHoldings ~~the~~Corp. ~~terms~~is ofreferred ~~the Subscription Agreement, the Company was required~~ to ~~execute~~herein aas ~~security agreement (the “Security Agreement”) in favor of B Group LLC~~"we", ~~acting~~"our" asor ~~collateral agent for the Investors in connection with the Company’s obligations under the Subscription Agreements~~"us."

On ~~June~~September 259, ~~2012~~2014, ~~the~~our ~~Escrow~~then ~~Release Conditions~~President/Chief ~~under~~Financial Officer, Bryan B. Kornegay, Jr. (“Kornegay”), was criminally charged by the ~~Subscription~~Office ~~Agreements~~of ~~were~~State ~~satisfied~~Attorney ~~and~~for the ~~Company~~10th ~~issued~~Judicial aDistrict of Florida with grand theft in excess of $~~400~~100,000. ~~12%~~Following ~~Convertible~~the ~~Debenture~~publication ~~and~~of ~~400 Warrants~~those tocharges, ~~purchase~~on ~~common~~or ~~shares~~about September 19, 2014, Kornegay took a leave of ~~the~~absence from ~~Company~~his positions as our President/Chief Financial Officer. The leave of absence was approved by our Board of Directors. The criminal matter was ultimately dismissed.

~~The~~In ~~Convertible~~January ~~Debenture is due June 30~~2015, ~~2013~~ ~~(the~~we ~~“Maturity~~engaged ~~Date”).~~legal ~~Until~~counsel ~~the~~to ~~Convertible~~conduct ~~Debenture~~an isinternal noinvestigation ~~longer~~of ~~outstanding,~~Kornegay’s ~~the~~handling ~~Investors~~and ~~shall~~issuance ~~have~~of ~~the right,~~our ~~at their option~~securities, atfunds ~~any~~paid ~~time~~by ~~and from time to time~~investors, ~~including~~bank ~~the~~accounts ~~period~~into ~~during~~ which the ~~Investor~~investor ~~has~~funds ~~received~~were adeposited ~~Prepayment Notice~~and ~~(as~~related ~~defined~~transactions. ~~under~~On ~~the~~March ~~Convertible Debenture)~~23, 2015 and ~~prior~~April to8, ~~5:00~~2015, ~~p.m.~~our onlegal ~~the~~counsel ~~Maturity~~presented ~~Date~~preliminary tofindings ~~convert~~of ~~(subject to adjustment as provided in~~ the ~~Convertible~~internal ~~Debenture)~~investigation ~~the~~to ~~principal~~our ~~amount~~Board ~~and~~of ~~all~~Directors, ~~accrued~~including ~~and~~Kornegay. ~~unpaid~~In ~~interest,~~response into ~~whole~~these orpreliminary ~~in part~~findings, ~~into~~which ~~common shares~~included ofallegations ~~the Company at the conversion price~~ of ~~$0.03~~misconduct ~~per~~by ~~common share~~Kornegay, ~~provided~~Kornegay ~~that~~resigned ~~the Company receives notice~~ from ~~the~~our ~~Investor~~ Board of ~~the~~Directors ~~Investors~~effective ~~election~~April to10, ~~so convert~~2015. ~~Further~~Thereafter, ifwe ~~either~~continued ~~a “Change of Control Event” or “Key Person” event~~ (asand ~~defined~~continue ~~under~~to ~~the~~this ~~Convertible Debenture~~date) ~~occurs,~~to ~~the~~conduct ~~Company~~an ~~shall~~internal ~~provide~~investigation ~~the Investors with the option~~ of ~~repayment or~~damages ~~conversion~~that ofwe ~~the~~have ~~Convertible~~suffered ~~Debenture~~from ~~into~~Kornegay’s ~~common shares of the Company~~misconduct.

~~Interest~~We ismade ~~payable~~a onpreliminary ~~the~~report ~~outstanding balance~~of atour ~~the~~internal ~~rate~~investigation’s ~~equal~~findings to ~~12%~~the ~~per~~United ~~annum~~States ~~and~~Securities ~~calculated~~ and ~~payable~~Exchange ~~semi-annually~~Commission inand ~~arrears.~~we ~~The~~will ~~Company,~~cooperate inwith ~~its~~federal ~~discretion, may~~regulators ~~satisfy its obligation~~ to ~~pay~~identify ~~interest~~potential onviolations ~~the outstanding balance~~ of the ~~principal~~federal ~~amount~~securities inlaws ~~cash~~and ~~or by issuing common shares of the Company~~ to ~~the~~recover ~~Investors~~identifiable atlosses athat ~~price~~we ~~per~~have share equal to 80% volume-weighted average trading price of the common shares for the 10 trading days immediately preceding the applicable semi-annual interest payment date, or such higher price as any regulatory body shall requiresuffered. ~~The Company also retains the right of prepayment subject to certain requirements under the terms of the Convertible Debenture.~~

The foregoing is a summary of the consummation of the private placement and not a complete discussion thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of each of the forms of Subscription Agreement, Security Agreement, Convertible Debenture and Warrant and are attached hereto as Exhibits 10.1, 10.2~~, 10.3 and 10.4 respectively, and incorporated by reference.~~

On June 28, 2012, the Company issued a press release regarding the issuance of the Convertible Debenture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.SIGNATURES

~~Item~~Pursuant ~~2.03~~to ~~Creation~~the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange ~~Obligation~~Act orof an1934, ~~Obligation~~the ~~under~~Registrant anhas ~~Off-Balance~~duly ~~Sheet~~caused ~~Arrangement~~this ofreport ato ~~Registrant~~be signed on its behalf by the undersigned thereunto duly authorized.

The information set forth in Item 1.01 is incorporated by reference herein.

	BIONITROGEN HOLDINGS CORP.

Dated: May 20, 2015	By:	/s/ Carlos A. Contreras, Sr.
	Name:	Carlos A. Contreras, Sr.
	Title:	Chairman & CEO

~~Item~~ 3~~.02 Unregistered Sales of Equity Securities.~~

The disclosure set forth in Item 1.01 to this Current Report is incorporated into this item by reference. The Company’s issuance of the Convertible Debentures and Warrants have been made in reliance upon the exemption from registration for non-public offerings under Rule 506 of Regulation D under the U.S. Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Form of Subscription Agreement
10.2		Form of Security Agreement
10.3		Form of 12% Convertible Debenture due June 30, 2013
10.4		Form of Warrant
99.1		Press Release dated June 28, 2012

SIGNATURES

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 thereunto duly authorized.

	BIO NITROGEN CORPORATION
Dated: July 5, 2012	By:	/s/Carlos A. Contreras, Sr.
	Name:	Carlos A. Contreras, Sr.
	Title:	President and Chief Executive Officer

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