DFAN14A

UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

 

SCHEDULE 14A(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☑	Soliciting Material Pursuant to Rule 14a-12

HEALTHWAREHOUSE.COM, INC.

(Name of Registrant as Specified in its Charter)

RX Investor Value Corporation, Jeffrey T. Holtmeier, Mark Scott, Michael Peppel, Brian A. Ross, and Dr. Stephen J. Weiss

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On August 12, 2016 RX Investor Value Corporation ("RIVC") filed Amendment No. 3 to Schedule 13D in which it repeats several statements included in its preliminary proxy materials filed on August 12, 2016. The disclosure set forth in Item 4 of Amendment No. 2 is filed herewith as Exhibit 1.

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.

EX-1

Exhibit 1

Item 4. Purpose of the Transaction

Item 4 of Schedule 13D is amended by adding the following:

On August 12, 2016, Rx Investor Value Corporation filed with the Securities and Exchange Commission preliminary proxy materials containing the following statements:

"Our plan is to … infuse capital into the company to settle vendor claims and to finance future growth. We propose to raise capital by causing the company to pursue any combination of the following: term bank financing, private and/or public offerings of the company's equity securities, debt securities or securities convertible into equity securities to accredited investors."

"If we are successful in obtaining control of the HEWA board, it would be our intent to take the following actions:

• Elect a new chairman of the board and implement changes to improve the company's board practices, corporate governance and shareholder relations;

• Infuse new capital into the company to strengthen its balance sheet and remove doubt about the company's ability to operate as a going concern. We propose to raise capital by causing the company to pursue any combination of the following: term bank financing, private and/or public offerings of the company's equity securities, debt securities or securities convertible into equity securities to accredited investors;

• Infuse additional capital to finance new customer and revenue growth;

• Conduct an exhaustive review of the company's SG&A and other expenses and implement cost-cutting measures where appropriate;

• Undertake performance reviews for each senior executive of the company and review their performance against appropriate benchmarks; and

• Attract new marketing and operations talent to the company."