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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
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
16,291,924
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
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 (incorporated by reference to the Amendment No. 2 to the Schedule 13D filed by the Original Reporting Persons on August 11, 2016).
|
Exhibit 99.6
|
Letter from RX Investor Value Corporation to HealthWarehouse.com, Inc. dated August 22, 2016
|
Dated: August 22, 2016
|
||
RX INVESTOR VALUE CORPORATION
|
||
By: /s/ Jeffrey T. Holtmeier
|
||
Jeffrey T. Holtmeier
|
||
President
|
Re: | Demand to Inspect Books and Records |
I.
|
Factual Background
|
a.
|
Financial deterioration
|
·
|
Top line revenue has decreased 32% from $10.4M in 2011 to $7.0M in 2015.
|
·
|
The working capital deficit has increased 82% from $2.4M in 2011 to $31.1M in 2015.
|
·
|
The accumulated deficit has increased 114% from $14.6M in 2011 to $31.1M in 2015.
|
·
|
The share price has decreased 94% from a high closing price of $7.74 on June 5, 2012 to Friday's (August 19, 2016) closing price of $0.44.
|
·
|
Since 2013 the Company has been unable to pay holders of its Series C preferred stock the required redemption price.
|
·
|
The Company has repeatedly defaulted on its credit facilities.
|
·
|
The Company has been sued by trade creditors for failure to pay ordinary course trade payables.
|
·
|
The company is no longer licensed in all 50 states, despite public disclosure otherwise.
|
b.
|
Other stockholder-unfriendly financial actions
|
·
|
Since July 2013, through share issuances and grants of warrants and options approved by current board members, common stockholders have been diluted by 61%, yet in return for this astonishing dilution, the board obtained only a minimal amount of new equity for the Company.
|
·
|
Despite being in an unprecedented period of monetary accommodation and low borrowing rates, the $1,200,000 senior debt incurred by the current board carries an effective interest rate of 41%, AND in addition to this high rate of interest, is also secured by a pledge of substantially all the company's assets and cash flows.
|
·
|
In addition to the senior debt approved by the current board with an effective interest rate of 41% and a pledge of all Company assets, the current board has also approved an additional $100,000 indebtedness with an effective interest rate of 26%.
|
·
|
The Company has admitted in public filings it is unable to pay its ordinary trade debts in the ordinary course.
|
·
|
Since 2010 the Company has disclosed in public filings that it lacks effective internal controls necessary to reasonably assure stockholders of the integrity of the financial statements.
|
c.
|
Other stockholder-unfriendly board actions
|
·
|
At the most recent annual stockholders meeting in October 2015, even in a non-contested election with no other alternative candidates standing for election, NONE of the current directors received a majority of the votes of the outstanding shares entitled to vote. In fact, not counting those shares held by the directors themselves, each director received only a minority of the outstanding shares held by non-directors (Dhadphale – 22%; Bennani – 9%; Savarino – 9%; Siegel – 31%). Despite lacking majority support of the Company's stockholders, none of the directors (including those who received only 22% and 9%), offered to resign, nor did the company ask for their resignation. Instead, the board nominated these same directors to stand for election again this year!
|
·
|
Despite the board lacking support from the majority of non-director stockholders, the board has not proposed for the stockholders' consideration any by-law amendments which would protect the stockholders from such a result in the future.
|
·
|
The board continues to combine the role of CEO and chairman, without having a designated lead independent director to protect stockholder interests, as required by NASDAQ listing rules.
|
·
|
The board has rescheduled the annual meeting to begin on a Friday evening of a holiday weekend.
|
·
|
On July 27, 2016, without notice to stockholders until after the record date for the annual meeting, the board issued to itself and affiliated insiders, 4.2 million shares pursuant to a coordinated exercise of options and warrants. This issuance did not add any cash to the balance sheet, but was instead accomplished by way of cashless exercise. It diluted the common stockholders by almost 6%.
|
·
|
The next day, again without notice to the stockholders until after the record date, the board diluted the common stockholders by an additional 6%, by issuing an additional 2,253,528 shares to Dellave Holdings, Inc., ("Dellave") an entity controlled by Tim Reilley and affiliated with the senior lender, Melrose Capital Advisors, LLC (i.e., the entity receiving the effective 41% annual rate from the Company on the senior debt) in exchange for the extinguishment of accounts payable. As more fully explained below, in addition to the 41% rate of interest earned on its senior debt, Dellave/MVI was also permitted to profit at the company's and stockholders' expense, by receiving shares at full face value of the payables, yet pocketing for itself the difference between the face value and the amount actually paid for acquiring the payables.
|
II.
|
Purpose of the Demand to Inspect Books and Records (the "Demand")
|
III.
|
Information received in relation to entrenchment, conflict-of-interest, and breach of fiduciary duty claims.
|
IV.
|
Additional Books and Records Sought for Inspection Pursuant to this Demand
|
|
Rx Investor Value Corporation
|
|
|
|
|
|
/s/ Jeffrey Holtmeier
|
|
|
By: Jeffrey Holtmeier
Its: President
|