BIONQ BioNitrogen Holdings Corporation (CE)

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) November 23, 2015

New Jersey

(State or other jurisdiction of incorporation)

8300 NW 53rd Street, Suite 350, Doral, Florida 33166

(Address of principal executive offices)

(561) 600-9500

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ 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))

As used in this report, the terms "Registrant", "we", "us", "our" refer to BioNitrogen Holdings Corp., a New Jersey corporation.

Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 23, 2015, Carlos Contreras resigned as our Chief Executive Officer. Carlos Contreras' resignation was not the result of any disagreement with our management or operations.

On November 23, 2015, our Board of Directors appointed Graham Copley, 54 years of age, as our Chief Executive Officer. From October 2012 to present, Graham Copley has been the Managing Partner and co-founder of Pentant LLC ("Pentant"), an advisory, research and consulting firm. Since July 2015, Pentant has been engaged as our strategic advisor. From January 2011 to January 2013, Graham Copley was a partner with SSR LLC, an institutional research firm. From October 2007 to December 2011, Graham Copley was Head of US Equities for Macquarie Holdings, a US Investment Banking firm.

In August 2015, Pentant lent us $100,000; Pentant converted the loan into 6,666,667 restricted common stock shares. In October 2015, Pentant paid $66,000 to our bankruptcy attorneys on our behalf in connection with our bankruptcy filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

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 hereunto duly authorized.

3

EXHIBIT 99.1

For Immediate Release

BioNitrogen Holdings Corp. Announces Appointment of Graham Copley as CEO.

[Miami FL] — [11/23/2015], — BioNitrogen Holdings Corp. today announced the appointment of Graham Copley as its new CEO, effective immediately.

The Board of Directors unanimously approved Mr. Copley's appointment. "Graham's wealth of knowledge and experience in the Chemical and Financial Industries has been instrumental during his short tenure as a member of the Board of Directors, and he will play a key role in reorganizing the company", said Carlos Contreras, who steps down as CEO but will remain Chairman of the Board.

Mr. Copley commented that "the company is working hard to find options for exiting Chapter 11 with a restructured balance sheet and a return to creditors".

Investors and Media should direct their enquiries as follows:

Email: BION@pentant.com

Phone: 203.553.9825

Primary Contact: Lilian Ruiz

About BioNitrogen Holdings Corp.

BioNitrogen Holdings Corp. (OTC PINK: BION) is a cleantech company that utilizes patented technology to build environmentally friendly plants that convert biomass into urea fertilizer. Additional information can be found at www.BioNitrogen.com.

Safe Harbor Statement

Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe," "expect," "intend," "estimate," "anticipate," "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot guarantee future financial results; levels of activity, performance or achievements and investors should not place undue reliance on the Company's forward-looking statements. No information contained in this press release should be construed as any indication whatsoever of the Company's future financial performance, future revenues or its future stock price. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release.

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