0000892251-16-000261.txt : 20160811 0000892251-16-000261.hdr.sgml : 20160811 20160811101038 ACCESSION NUMBER: 0000892251-16-000261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160811 DATE AS OF CHANGE: 20160811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HealthWarehouse.com, Inc. CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37321 FILM NUMBER: 161823276 BUSINESS ADDRESS: STREET 1: 7107 INDUSTRIAL ROAD CITY: FLORENCE STATE: KY ZIP: 41042 BUSINESS PHONE: (513) 618-0911 MAIL ADDRESS: STREET 1: 7107 INDUSTRIAL ROAD CITY: FLORENCE STATE: KY ZIP: 41042 FORMER COMPANY: FORMER CONFORMED NAME: HealthWarehouse, Inc. DATE OF NAME CHANGE: 20090818 FORMER COMPANY: FORMER CONFORMED NAME: CLACENDIX, INC. DATE OF NAME CHANGE: 20080107 FORMER COMPANY: FORMER CONFORMED NAME: ION NETWORKS INC DATE OF NAME CHANGE: 19990413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rx Investor Value Corp CENTRAL INDEX KEY: 0001680396 IRS NUMBER: 475422450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5027 MADISON ROAD CITY: CINCINATTI STATE: OH ZIP: 45227 BUSINESS PHONE: 513-608-6619 MAIL ADDRESS: STREET 1: 5027 MADISON ROAD CITY: CINCINATTI STATE: OH ZIP: 45227 SC 13D/A 1 schedule13da_no2.htm AMENDMENT NO. 2 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Amendment No. 2
HealthWarehouse.com, Inc.
(formerly Clacendix, Inc. / formerly Ion Networks, Inc. / formerly MicroFrame, Inc.)
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
46205P100
(CUSIP Number)
Jeffrey T. Holtmeier
Rx Investor Value Corporation
5027 Madison Road, Suite 200
Cincinnati, OH 45227
513.891.8914
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 10, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
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

 

Explanatory Note

This Amendment No. 2 to Schedule 13D (this "Amendment") amends the Schedule 13D (as amended by Amendment No. 1 filed on August 9, 2016, the "Schedule 13D") originally filed with the SEC on August 2, 2016 with respect to the shares of common stock, par value $0.001 per share, (the "Common Stock") of HealthWarehouse.com, Inc. (the "Company" or "Issuer") owned by the Reporting Persons identified therein. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Schedule 13D. Except as set forth below, all previous Items are unchanged.

Item 4. Purpose of the Transaction
Item 4 of Schedule 13D is amended by adding the following:
On August 10, 2016, Rx Investor Value Corporation sent a letter (the "Letter") to the Issuer expressing its concerns related to the Issuer's recent announcement to "hire an investment banker to evaluate the board's options to maximize stockholder value." The Letter states that it is "difficult to take seriously the announcement that the company intends to hire an investment bank and undertake a sale process." The Letter also questions why management and affiliates of the Issuer's senior lender permitted a series of coordinated actions that diluted stockholders by 10% in advance of a purported sale process. The Letter also expresses concerns related to the Issuer's recent announcement of financial results. The Letter is incorporated by reference to Exhibit 99.5.


Item 7. Material to be Filed as Exhibits

Exhibit 99.1.
Joint Filing Agreement (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on August 2, 2016).
Exhibit 99.2
Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated June 27, 2016 (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on August 2, 2016).
Exhibit 99.3
Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated July 25, 2016 (incorporated by reference to the Schedule 13D filed by the Original Reporting Persons on August 2, 2016).
Exhibit 99.4
Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated August 5, 2016 (incorporated by reference to the Amendment No. 1 to the Schedule 13D filed by the Original Reporting Persons on August 9, 2016).
Exhibit 99.5
Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated August 10, 2016





 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 11, 2016
   
   
RX INVESTOR VALUE CORPORATION
 
     
   
By: /s/ Jeffrey T. Holtmeier
   
      Jeffrey T. Holtmeier
   
      President
 
EX-99.5 2 schedule13da_no2_ex-99_5.htm LETTER FROM RX INVESTOR VALUE CORPORATION TO HEALTHWAREHOUSE.COM, INC. DATED AUGUST 10, 2016.
EXHIBIT 99.5
Rx Investor Value Corporation


August 10, 2016

Via e-mail

HealthWarehouse.com, Inc. Board of Directors
7107 Industrial Road
Florence, Kentucky 41042

Re: Upcoming Annual Stockholder Meeting

As you know, Rx Investor Value Corporation ("RIVC") and other stockholders who combined own over 40% of the outstanding shares of HEWA have joined together to promote constructive change at our company. RIVC writes this letter on behalf of that group of stockholders.

Given the important decisions the stockholders will be asked to make at the upcoming annual meeting, we wish to provide a stockholder perspective on recent company activity, as well as respond to recent media releases and accounts about a potential sale of the company, to the recent announcement of considerable dilution of existing stockholders, in the form of both share grants to the company's senior lender and options and warrants exercise by current directors and executives, and to the company's financial results just announced for the quarter ended June 30, 2016.

Potential Sale of the Company

The company issued a news release this week indicating "Multiple parties have expressed interest in merging with or acquiring the Company" and consequently HEWA will "hire an investment banker to evaluate the board's options to maximize stockholder value." We think this announcement is at best disingenuous, seeing as HEWA has not previously disclosed any such interest from other parties, has not formed any special committee of independent directors to supervise such as process, has not identified the investment banker that it hired, and has not provided a timetable for the process for the evaluation. We also believe it a waste of executive and board resources that creates yet another distraction to operating the company well.

Worse, while a potential sale benefits the Series B stockholders, it is difficult to see how a sale at this time could possibly be in the best interests of the common stockholders. Given the dire financial situation of the company, every realistically achievable (indeed, any fantastically conceivable) sale scenario will in all likelihood not benefit common stockholders. Of course, HEWA will use sale proceeds to first redeem senior debt, pay trade creditors, liquidate preferred shares, and resolve capital leases and other long-term liabilities. A transaction at an astoundingly high multiple of revenue will likely at best leave no more than what is currently reflected in current market value of HEWA, and at more likely leave virtually nothing for stockholders. Indeed, it would take an absolutely breathtaking and unprecedented price to garner enough proceeds, after paying all other liabilities, to pay stockholders at just the currently-depressed share price, much less one that would represent the true potential of the company. Where does the board think it will find an acquirer willing to pay such a price? And why would the stockholders accept a sale that would almost certainly wipe out our investment? For this reason, it is difficult to take seriously the announcement that the company intends to hire an investment bank and undertake a sale process.

Stockholder Dilution

Shortly before the record date for voting shares at the upcoming annual stockholder meeting, HEWA announced two significantly dilutive transactions. First, current executives and directors exercised warrants and options such that they acquired over 2 million shares without paying anything for these shares. We are aware that they did so in an unusually coordinated manner, all acquiring the maximum available shares from exercisable warrants and options on the same day. These were exercised two days before the record date for the stockholder meeting, and disclosed after the record date for the meeting. We can think of no other explanation for this transaction other than that to increase the shares held by insiders, allowing them to thwart the will of stockholders to vote for change.

Second, HEWA exchanged trade payables held by Dellave/Tim Reilly, a principal of HEWA's senior creditor, for common stock. As the company reported, Reilly acquired approximately $700,000 of payables over a period of time from various trade creditors of HEWA. HEWA needed to at least acknowledge the transfer of these obligations from trade creditors to Reilly. Further, HEWA then exchanged 2.3 million shares of common stock for the $700,000 face value of these shares. We question both the process for entering into the transactions with Reilly, and the outcome for stockholders. In particular, we doubt the directors undertook proper due diligence for the transaction, including investigating alternative transactions that would have delivered the same or greater value for stockholders, and obtaining independent financial and legal advice about the prudence and fairness of the transactions. We also expect that Reilly acquired the payables at a significant discount to their face value, yet received face value in the form of HEWA shares. Finally, while HEWA boasts that the transaction means, "improving the balance sheet", the actual impact on the overall balance sheet is negligible. Similarly, this sweetheart deal reduced liabilities in a way that did not improve cash flow, since trade receivables do not require periodic payments.

If the board intends to sell the company, why would it permit management and Reilly to undertake a series of coordinated actions that serve only to dilute stockholders by 10% in advance of a sale? We further note the increase in outstanding shares reduces proceeds to common stockholders upon a sale of the company, and worsens the financial results on a per-share basis.

It appears that both transactions served no purpose other than to disenfranchise existing stockholders. As you have seen in our demand for books and records of August 8, 2016, we intend to investigate and understand in full these transactions, and pursue all remedies available to us to rectify and recover the damage that these transactions have caused to stockholders.
 

Recent Financial Results

HEWA announced its financial results for the quarter ended June 30, 2016, which sets a context for both the media announcements and the dilutive transactions we have explained here. Setting aside the mediocre performance, in which the company barely grew relative to earlier quarters and continues to struggle to earn a profit, we focus instead on the long-term prospects as disclosed in the announcement.

We see that revenue growth was 28% greater compared to the June 2015 quarter. We question its sustainability and what actions the board undertook to achieve this growth. The 28% year-over-year growth results primarily from sequential quarter growth of 9% in the December 2015 quarter and 27% in March 2016 quarter. Management attributed this growth to an unsolicited endorsement by Consumer Reports. Stockholders see this as an endorsement of the Healthwarehouse.com value proposition and not any corporate strategy or tactics. Growth from the March 2016 quarter to the June 2016 quarter was a meager 2%. We see no strategy to replace the fortuitous Consumer Reports exposure with a proactive, sustainable growth strategy. We suspect that the September 2016 quarter will produce equally meager results.
 
HEWA also has failed to generate meaningful profit or cash flow, in large part because expenses continue to grow faster than revenues. While HEWA proudly notes that revenues grew 34% in the last six months, SG&A grew by 26%, erasing most of the benefit of that growth. Worse, we cannot see what HEWA gains with these soaring expenses. For example, the HEWA website warns of longer delays in processing customer orders, which we imagine will lead to slower growth as customers become frustrated with our services. We thus question what, exactly, the SG&A figure entails, since it clearly does not include filling customer orders faster.
 
HEWA barely has any working capital, and still cannot finance its ongoing operations. The most recent financial report reveals minimal cash and a working capital deficiency of over $4 million. Furthermore, the company continues to fail to pay its debts, and has admitted in its filings that it is unable to pay its ordinary course debts. Trade creditors have sued the company, while HEWA has needed to renegotiate credit facilities multiple times in the past year. HEWA has failed to redeem the Series C shares, nearly three years since it became legally obligated to do so.
 
These financial results also help explain the dilutive transactions. Directors and officers exercised shares on a cashless basis. They essentially refused to invest any personal cash in HEWA, instead taking shares that they could vote at the upcoming stockholder meeting to continue to preserve their board positions and executive jobs.
 
We remain optimistic about the prospects for Healthwarehouse.com. The current executive team, under your supervision, has failed to realize these prospects. Without fundamental change in the company leadership, we fear that the current executive team and board of directors will squander these prospects.

Sincerely,
   
/s/ Jeffrey T. Holtmeier
   
Jeffrey T. Holtmeier
   
CEO
   


RX INVESTOR VALUE CORPORATION ("RIVC") INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF HEALTHWAREHOUSE.COM, INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2016 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY RIVC, MARK SCOTT, JEFFREY HOLTMEIER, BRIAN ROSS, MICHAEL PEPPEL AND DR. STEPHEN WEISS AND RELATED PARTICIPANTS IN THE SOLICITATION (COLLECTIVELY, THE "PARTICIPANTS"), WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS, RIVC'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING OKAPI TOLL-FREE AT 877-259-6290.
 
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN THE DEFINITIVE SCHEDULE 14A TO BE FILED BY RIVC WITH THE SEC. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE. MARK SCOTT OWNS 4,480,861 SHARES OF THE COMPANY. RIVC OWNS 1,100 SHARES OF THE COMPANY. BRIAN ROSS OWNS 0 SHARES OF THE COMPANY. MICHAEL PEPPEL OWNS 0 SHARES OF THE COMPANY. JEFFREY HOLTMEIER OWNS 19,900 SHARES OF THE COMPANY. DR. STEPHEN WEISS OWNS 1,020,000 SHARES OF THE COMPANY.