1
|
NAME OF REPORTING PERSONS
Rx Investor Value Corporation
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,100
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
1,100
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSONS
Jeffrey T. Holtmeier
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
19,900
|
||
8
|
SHARED VOTING POWER
21,000
|
|||
9
|
SOLE DISPOSITIVE POWER
19,900
|
|||
10
|
SHARED DISPOSITIVE POWER
21,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
GENext, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
19,900
|
||
8
|
SHARED VOTING POWER
21,000
|
|||
9
|
SOLE DISPOSITIVE POWER
19,900
|
|||
10
|
SHARED DISPOSITIVE POWER
21,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSONS
Robert Smyjunas
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
225,300
|
||
8
|
SHARED VOTING POWER
226,400
|
|||
9
|
SOLE DISPOSITIVE POWER
225,300
|
|||
10
|
SHARED DISPOSITIVE POWER
226,400
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Stephen J. Weiss
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,020,000
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
1,020,000
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
SCW Holdings, LLP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,020,000
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
1,020,000
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
Mark Douglas Scott
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,480,861
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
4,480,861
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Cormag Holdings, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,480,861
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
4,480,861
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSONS
Hong Penner
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,500,000
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
2,500,000
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Osgar Holdings, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,500,000
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
2,500,000
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSONS
Bruce Bedrick
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,850,000
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
5,850,000
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Lynn Peppel
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,121,468
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
1,121,468
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Cape Bear Partners LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,121,468
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
1,121,468
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSONS
Anthony W. Liberati
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☒ (b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
713,295
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
713,295
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
LFLP, Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☒ (b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
713,295
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
713,295
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
Patrick Delaney
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
360,000
|
|
8
|
SHARED VOTING POWER
|
||
9
|
SOLE DISPOSITIVE POWER
360,000
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Estate of Wayne Corona
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,770,676
|
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
2,770,676
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSONS
Patricia Corona
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,770,676
|
|
8
|
SHARED VOTING POWER
|
||
9
|
SOLE DISPOSITIVE POWER
2,770,676
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Brian Ross
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
Vincent Rinaldi
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,062,600
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
Dated: August 9, 2016
|
||
RX INVESTOR VALUE CORPORATION
|
||
By: /s/ Jeffrey T. Holtmeier
|
||
Jeffrey T. Holtmeier
|
||
President
|
I.
|
Factual Background
|
(i)
|
On July 27, 2016, the Company issued over 4.2 million shares of the Company's common stock, or approximately 11.2% of the total then-outstanding shares of common stock, to insider officers and directors Lalit Dhadphale, Youssef Bennani, Joseph Savarino, Ned Siegel, and Dan Seliga (collectively, "Directors and Officers") pursuant to a coordinated and concurrent exercise by each Director and Officer of outstanding warrants and options, which issuance, after netting for shares disposed of pursuant to a cashless exercise, resulted in an increase of over 2.2 million shares held by the Directors and Officers.
|
(ii)
|
On July 28, 2016, the Company issued to Dellave Holdings, LLC ("Dellave"), an entity controlled by existing stockholder Tim Reilly, who is also a principal of the Company's senior lender Melrose Capital Partners, was previously affiliated with the majority holder of the Company's Series B Preferred Stock, MVI Holdings (which by virtue of such majority holdings is entitled to elect the Series B Board Member, currently Mr. Heimbrock) and currently affiliated with MVI though ownership positions retained by his children, acquired approximately 2.3 million shares of common stock (the "Dellave Shares"), or approximately 5.6% of the then-outstanding shares (i.e. after giving effect to the transactions described in (i), above) in exchange
|
(iii)
|
As a result of the share issuances described above, the conversion price of the Series B Preferred Stock was re-set such that the common-share voting power of each share of Series B preferred stock increased from 11.39/share to 11.66/share, which in the case of the Series B preferred stock held by Mr. Heimbrock/MVI, increased the number of votes eligible to be cast by Mr. Heimbrock/MVI by over 133,000.
|
(iv)
|
As a result of the share issuances described above and the resulting increase in voting power of the Series B preferred stock, voting control held by the Company insiders, including the Directors and Officers and Mr. Reilly/Dellave, increased by over 4.6 million shares, or from approximately 22.4% of the outstanding voting power prior to the share issuances to approximately 29.8% of the voting power of shares held as of the Company's Record Date of July 29, 2016.
|
(v)
|
At the time of the above transactions, the Company was aware of RIVC's intent to nominate an alternate slate of directors at the upcoming September 2, 2016 Annual Meeting of Stockholders (the "Annual Meeting"), as more fully set out in RIVC's letters to the Company dated June 27, 2016 and July 25, 2016.
|
(vi)
|
None of the transactions identified in items (i)- (iv), above, was publicly disclosed by the Company prior to the Record Date.
|
II.
|
Purpose of the Demand to Inspect Books and Records (the "Demand")
|
III.
|
Books and Records Sought for Inspection Pursuant to this Demand
|
(a)
|
The option and warrant agreements with the Directors and Officers setting forth the terms of the options and warrants that were exercised on July 27, 2016.
|
(b)
|
The option and warrants exercise agreements setting forth the terms of exercise of the options and warrants that were exercised by the Officers and Directors on July 27, 2016, particularly but without limitation, indicating whether the cashless exercises were settled through withhold to cover or withhold to sell transactions.
|
(c)
|
A list of HEWA accounts payable that were included in the Dellave Payables, including all original and successor vendors, original face amount(s), date(s) incurred, amount(s) outstanding, aging reports, and amounts disputed and not disputed.
|
(d)
|
All agreement(s) setting forth the terms of the transfer to or assumption by Dellave of the Dellave Payables, and for each transfer and assumption, the date of transfer, amount transferred, vendor, any amounts paid by Dellave to creditors for the accounts payable, and any amounts paid to Dellave against each amount transferred subsequent to the transfer.
|
(e)
|
Any and all analyses of the Dellave Payables, including estimated amounts needed for HEWA to pay to vendors to settle the Dellave Payables, amounts paid by Dellave to the respective vendors in acquiring the Dellave Payables, HEWA accruals for such payables including reserves therefor, and release of any accruals or reserves including dates thereto.
|
(f)
|
Any and all analyses of the issuance of the Dellave Shares, including estimated valuation of such shares.
|
(g)
|
All minutes of meetings of the Board of Directors of HEWA, or written consents in lieu of meetings, including meetings or written consents of any committees of the Board of Directors, that considered, discussed, and/or approved the Directors and Officers warrant and options exercises, the transfer of accounts payable to Dellave, and entering into any agreements with Dellave with respect to the Dellave Payables, and/or the issuance of Dellave Shares, including specifically but not limited to, any analysis undertaken or approvals given under applicable law in light of potential conflicts, any protocols followed or protections put in place in light of the potential conflicts of interest and the directors' fiduciary duty of loyalty, the identity of all directors who approved such transaction(s), and if any discussion occurred and/or approval was taken without the participation, vote or written consent of a member of the Board
|
(a)
|
(h)
|
All communications with external accounting and auditing firms concerning the amount, timing, and classification of accounts payable transferred to Dellave.
|
(i)
|
All analyses, presentations, memoranda, reports, or other documents considered by the Board of Directors in approving the Directors and Officers warrant and options exercises, transactions involving the Dellave Payables and/or issuance of Dellave Shares, including any fairness opinion or other similar third-party report prepared for such purpose.
|
(j)
|
Concerning any fairness opinion or other similar third-party report produced pursuant to clause (i) above, the identity of the third party, date of report, fees paid, copies of engagement letters or contracts retaining the third party, and copies of such reports.
|
Rx Investor Value Corporation
|
||
/s/ Jeffrey Holtmeier
|
||
By: Jeffrey Holtmeier
|
||
Its: CEO
|
/s/ Jeffrey Holtmeier
|
||
Jeffrey Holtmeier
|
Notary Public
|