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|            |
|------------|
|            |  |
| (Mark One) |   |
| þ     | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|       | For the fiscal year ended December 31, 2014 |
|       | OR |
| o          | PERIODIC REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|       | For the transition period from                      to              |

|                                          |
|------------------------------------------|
|                                          |  |
| Delaware                                 | 05-0489664 |
| (State of incorporation)                 | (I.R.S. Employer Identification No.) |
| 100 Clearbrook Road, Elmsford NY         | 10523 |
| (Address of principal executive offices) | (Zip Code) |

|                                           |
|-------------------------------------------|
|                                           |  |
| Title of each class                       | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | NASDAQ Global Market |

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|          |                                                                 |
|----------|-----------------------------------------------------------------|
| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K |

|                                        |
|----------------------------------------|
|                                        |
|                                   |
| 1. Financial Statements *         |
| 2. Financial Statement Schedule * |

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Table of Contents

|             |
|-------------|
|             |  |
| 3. Exhibits |   |

|                      |
|----------------------|
|                      |  |  |  |
| Exhibit Number  | Description |   | Location |
| 2.1                  | Agreement and Plan of Merger, dated as of January 24, 2010, by and among BioScrip, Inc. (the “Company”), Camelot Acquisition Corp., Critical Homecare Solutions Holdings, Inc., Kohlberg Investors V, L.P. (“Kohlberg Investors”), Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V, L.P. (collectively with Kohlberg Investors, Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and Kohlberg TE Investors V, L.P., the “Kohlberg Entities”), Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P. (“Blackstone”), Blackstone Mezzanine Holdings II L.P. (together with Blackstone, the “Blackstone Entities”), and S.A.C. Domestic Capital Funding, Ltd. (“S.A.C.”).  Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted.  The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request. |  | (1) |
| 2.2                  | Community Pharmacy and Mail Business Purchase Agreement, dated as of February 1, 2012, by and among Walgreen Co., Walgreens Mail Service, Inc., Walgreens Specialty Pharmacy, LLC, and Walgreen Eastern Co., Inc., the Company and subsidiaries of the Company listed on Annex A thereto (the “Pharmacy Business Purchase Agreement”).  Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted.  The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |  | (2) |
| 2.3                  | Amendment No. 1, dated as of May 4, 2012, to the Pharmacy Business Purchase Agreement. |  | (3) |
| 2.4                  | Stock Purchase Agreement, dated as of December 12, 2012, by and among HomeChoice Partners, Inc., DaVita HealthCare Partners Inc. Mary Ann Cope, R.Ph., Kathy F. Puglise, RN, CRNI, Joseph W. Boyd, R.Ph., Barbara J. Exum, PharmD and the Company.  Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |  | (4) |
| 2.5                  | Asset Purchase Agreement, dated as of June 16, 2013, among the Company, CarePoint Partners Holdings LLC (“CarePoint”), the direct and indirect subsidiaries of CarePoint, and the members of CarePoint. Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted.  The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |  | (5) |
| 2.6                  | Stock Purchase Agreement, dated as of February 1, 2014, by and among Elk Valley Professional Affiliates, Inc., South Mississippi Home Health, Inc., Deaconess Homecare, LLC, and the Buyers identified on the signature pages thereto, the Company and LHC Group, Inc. (the “Stock Purchase Agreement”). Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted.  The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |  | (6) |
| 2.7                  | Amendment No. 1, dated as of March 31, 2014, to the Stock Purchase Agreement. Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |   | (7) |
| 3.1                  | Second Amended and Restated Certificate of Incorporation. |  | (8) |
| 3.2                  | Amendment to the Second Amended and Restated Certificate of Incorporation. |  | (9) |
| 3.3                  | Amended and Restated By-Laws. |  | (10) |
| 4.1                  | Specimen Common Stock Certificate. |  | (11) |
| 4.2                  | Warrant Agreement, dated as of March 25, 2010, by and among the Company, the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C. |  | (12) |
| 4.3                  | Form of Cash-only Stock Appreciation Right Agreement. |  | (13) |

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| 4.4             | Indenture, dated as of February 11, 2014, by and among the Company, the Guarantors party thereto and U.S. Bank NationalAssociation, as Trustee. |  | (14) |
| 4.5             | Specimen of 8.875% Notes due 2021 (included in Exhibit 4.8) |  | (15) |
| 4.6             | Registration Rights Agreement, dated February 11, 2014, by and among the Company, the guarantors named therein and Jefferies LLC, on behalf of itself and the other initial purchasers named therein. |   | (16) |
| 10.1†     | MIM Corporation Amended and Restated 2001 Incentive Stock Plan. |  | (17) |
| 10.2†     | Amendment to BioScrip, Inc. 2001 Incentive Stock Plan. |  | (18) |
| 10.3†     | Amended and Restated BioScrip, Inc. 2008 Equity Incentive Plan. |  | (19) |
| 10.4†     | BIOSCRIP/CHS 2006 Equity Incentive Plan, as Amended and Restated. |   | (20) |
| 10.5†     | Employee Stock Purchase Plan. |   | (21) |
| 10.6†     | Form of Restricted Stock Grant Certificate. |   | (22) |
| 10.7†***  | Form of Stock Option Agreement. |   |   |
| 10.8†     | Employment Offer Letter, dated as of June 21, 2007, by and between the Company and Pat Bogusz. |   | (23) |
| 10.9†     | Amendment dated May 26, 2011, to the Employment Offer Letter by and between the Company and Pat Bogusz. |   | (24) |
| 10.10†    | Engagement Letter, dated April 19, 2012, by and between the Company and Hai Tran. |   | (25) |
| 10.11†    | Employment Offer Letter, dated January 30, 2009, by and between the Company and David Evans. |   | (26) |
| 10.12†    | Employment Offer Letter, dated January 13, 2010, by and between the Company and Vito Ponzio, Jr. |   | (27) |
| 10.13†    | Amended and Restated Employment Agreement, dated as of November 25, 2013, by and between the Company and Richard M. Smith. |   | (28) |
| 10.14†    | Employment Offer Letter, dated March 10, 2009, by and between the Company and Brian Stiver. |   | (29) |
| 10.15†    | Employment Offer Letter, dated July 30, 2012, by and between the Company and Brian Stiver. |   | (30) |
| 10.16†    | Employment Offer Letter, dated July 18, 2014, by and between the Company and Thomas Petit. |   | (31) |
| 10.17†*** | Employment Offer Letter, dated December 1, 2013, by and between the Company and Karen Cain. |   |   |
| 10.18           | Form of Indemnification Agreement. |   | (32) |
| 10.19           | Credit Agreement, dated July 31, 2013, by and among the Company, the several banks and other financial institutions and lenders from time to time party thereto, and SunTrust Bank, in its capacity as administrative agent (the “Administrative Agent”). |   | (33) |
| 10.20           | First Amendment to Credit Agreement, dated as of December 23, 2013, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent. |   | (34) |
| 10.21           | Second Amendment to Credit Agreement, dated as of January 31, 2014, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent. |   | (35) |
| 10.22           | Third Amendment to Credit Agreement, dated as of March 1, 2015, by and among the Company, each of the Subsidiaries of the Company identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent. |   | (36) |
| 10.23           | Guaranty and Security Agreement, dated July 31, 2013, made by the Company and the Guarantors identified on the signature pages thereto, in favor of the Administrative Agent. |   | (37) |
| 10.24 #         | Prime Vendor Agreement dated as of July 1, 2009, between AmerisourceBergen Drug Corporation, the Company and the other parties thereto (the “Prime Vendor Agreement”). |   | (38) |
| 10.25           | First Amendment, dated as of March 25, 2010, to the Prime Vendor Agreement. |   | (39) |

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|          |  |  |  |
| 10.26 #  | Second Amendment, dated as of June 1, 2010 to the Prime Vendor Agreement. |   | (40) |
| 10.27 #  | Third Amendment, dated as of August 1, 2010, to the Prime Vendor Agreement. |   | (41) |
| 10.28 #  | Fourth Amendment, dated as of May 1, 2011, to the Prime Vendor Agreement. |   | (42) |
| 10.29 #  | Fifth Amendment, dated as of January 1, 2012, to the Prime Vendor Agreement. |   | (43) |
| 10.30    | Stockholders' Agreement, dated as of January 24, 2010, by and among the Company, the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C. (the “Stockholders’ Agreement”). |   | (44) |
| 10.31    | Amendment No. 1 to the Stockholders’ Agreement, dated as of March 8, 2013, by and between the Company and Kohlberg Investors. |   | (45) |
| 10.32    | Amendment No. 2 to the Stockholders’ Agreement, dated as of March 14, 2013, by and between the Company and Kohlberg Investors. |   | (46) |
| 10.33    | Amendment No. 3 & Waiver to the Stockholders’ Agreement, dated as of August 13, 2013, by and between the Company and Kohlberg Investors. |   | (47) |
| 10.34    | Amendment No. 4 & Waiver to the Stockholders’ Agreement, dated as of March 26, 2014, by and between the Company and Kohlberg Investors. |   | (48) |
| 10.35    | Indemnification Agreement, dated as of April 3, 2013, by and among the Company and the Kohlberg Entities, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, the Blackstone Entities and S.A.C. |   | (49) |
| 10.36    | Stipulation and Order of Settlement and Dismissal, effective January 8, 2014, by and among the Company, the United States of America, acting through the U.S. Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, and relator David Kester. |   | (50) |
| 10.37    | Investor Agreement, dated as of February 6, 2015, by and among the Company, Cloud Gate Capital LLC and DSC Advisors, LLC. |   | (51) |
| 12 ***   | Computation of Ratio of Earnings to Fixed Charges |   |   |
| 21.1 *** | List of Subsidiaries of the Company. |   |   |
| 23.1 *   | Consent of Independent Registered Public Accounting Firm. |   |   |
| 23.2 *** | Consent of Independent Registered Public Accounting Firm. |   |   |
| 31.1 *   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act. |   |   |
| 31.2 *   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act. |   |   |
| 32.1 *   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   |   |
| 32.2 *   | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |   |   |
| 101 **   | The following financial information from the Company’s Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2014, 2013 and 2012, (ii) Consolidated Balance Sheets as of December 31, 2014 and 2013, (iii) Consolidated Statements of Stockholders' Equity for the fiscal years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2014, 2013 and 2012, and (v) Notes to Consolidated Financial Statements. |   |   |

|     |
|-----|
|     |  |
| (1) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on January 27, 2010, SEC File Number 000-28740. |
| (2) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2012, SEC File Number 000-28740. |
| (3) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 10, 2012, SEC File Number 000-28740. |
| (4) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 4, 2013, SEC File Number 000-28740. |
| (5) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on June 18, 2013, SEC File Number 000-28740. |
| (6) | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740. |
| (7) | Incorporated by reference to Exhibit 2.2 to the Company's Form 8-K filed on April 1, 2014, SEC File Number 000-28740. |

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| (8)    | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 17, 2005, SEC File Number 000-28740. |
| (9)    | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 10, 2010, SEC File Number 000-28740. |
| (10)   | Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on April 28, 2011, SEC File Number 000-28740. |
| (11)   | Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 31, 2006, SEC File Number 000-28740. |
| (12)   | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 31, 2010, SEC File Number 000-28740. |
| (13)   | Incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on March 16, 2011, SEC File Number 000-28740. |
| (14)   | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740. |
| (15)   | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740. |
| (16)   | Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on February 11, 2014, SEC File Number 000-28740. |
| (17)   | Incorporated by reference to the definitive proxy statement filed on April 30, 2003, SEC File Number 000-28740. |
| (18)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 10, 2011, SEC File Number 000-28740. |
| (19)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 14, 2014, SEC File Number 000-28740. |
| (20)   | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740. |
| (21)   | Incorporated by reference to the definitive proxy statement filed on April 2, 2013, SEC File Number 000-28740. |
| (22)   | Incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 filed on filed on May 16, 2008. |
| (23)   | Incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740. |
| (24)   | Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740. |
| (25)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 23, 2012, SEC File Number 000-28740. |
| (26)   | Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740. |
| (27)   | Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K/A filed on December 16, 2013, SEC File Number 000-28740. |
| (28)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 27, 2013, SEC File Number 000-28740. |
| (29)   | Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K/A filed on June 6, 2014, SEC File Number 000-28740. |
| (30)   | Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K/A filed on June 6, 2014, SEC File Number 000-28740. |
| (31)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 18, 2014, SEC File Number 000-28740. |
| (32)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 14, 2013, SEC File Number 000-28740. |
| (33)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 1, 2013, SEC File Number 000-28740. |
| (34)   | Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740. |
| (35)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 3, 2014, SEC File Number 000-28740. |
| (36)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 2, 2015, SEC File Number 000-28740. |
| (37)   | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 1, 2013, SEC File Number 000-28740. |
| (38)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q/A filed on December 2, 2009, SEC File Number 000-28740. |
| (39)   | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 31, 2010, SEC File Number 000-28740. |
| (40)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 3, 2010, SEC File Number 000-28740. |
| (41)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740. |
| (42)   | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 2, 2011, SEC File Number 000-28740. |
| (43)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 26, 2012, SEC File Number 000-28740. |
| (44)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 27, 2010, SEC File Number 000-28740. |
| (45)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 9, 2013, SEC File Number 000-28740. |
| (46)   | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 9, 2013, SEC File Number 000-28740. |
| (47)   | Incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on August 19, 2013, SEC File Number 000-28740. |
| (48)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2014, SEC File Number 000-28740. |
| (49)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 5, 2013, SEC File Number 000-28740. |
| (50)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 8, 2014, SEC File Number 000-28740. |
| (51)   | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 9, 2015, SEC File Number 000-28740. |
|   |   |
| *      | Filed herewith. |

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|         |  |
| **      | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. |
| † | Designates the Company’s management contracts or compensatory plan or arrangement. |
| #       | The SEC has granted confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been granted has been filed separately with the SEC. |
| ***     | Incorporated by reference to the corresponding exhibit to the Company’s Form 10-K filed on March 2, 2015, SEC File Number 000-28740. |

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|                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                           BIOSCRIP, INC.                        |
|                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                          /s/ Hai Tran                           |
|                                                           Hai Tran                              |
|                                                           Chief Financial Officer and Treasurer |

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|      |  |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act. |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act. |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |