0000892251-16-000290.txt : 20160824 0000892251-16-000290.hdr.sgml : 20160824 20160824165731 ACCESSION NUMBER: 0000892251-16-000290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160824 DATE AS OF CHANGE: 20160824 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: 161849819 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_no5.htm AMENDMENT NO. 5 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. 5
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 24, 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
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


Explanatory Note

This Amendment No. 5 to Schedule 13D (this "Amendment") amends the Schedule 13D (as amended by Amendment No. 1 filed on August 9, 2016, Amendment No. 2 filed on August 11, 2016, Amendment No. 3 filed on August 12, 2016, and Amendment No. 4 filed on August 22, 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:
The following is added to the end of Item 4 of Schedule 13D:
On August 24, 2016, RIVC sent a letter (the "August 24 Letter") to stockholders of the Issuer. The August 24 Letter is attached hereto and incorporated herein by reference as Exhibit 99.7. 

Item 7. Material to be Filed as Exhibits

Exhibit 99.1
Joint Filing Agreement (incorporated by reference to the Schedule 13D filed by the 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 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 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 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 Reporting Persons on August 11, 2016).
Exhibit 99.6
Letter from RX Investor Value Corporation to HealthWarehouse.com, Inc. dated August 22, 2016 (incorporated by reference to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on August 22, 2016).
Exhibit 99.7
Letter from RX Investor Value Corporation to HealthWarehouse.com, Inc. stockholders dated August 24, 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 24, 2016
    
   
RX INVESTOR VALUE CORPORATION
 
     
   
By:  /s/ Jeffrey T. Holtmeier
   
      Jeffrey T. Holtmeier
   
      President
 
 EX-99.7 2 schedule13da_no5_ex99-7.htm LETTER FROM RX INVESTOR VALUE CORPORATION TO HEALTHWAREHOUSE.COM, INC. STOCKHOLDERS DATED AUGUST 24, 2016.
EXHIBIT 99.7
 
August 24, 2016

To: Stockholders of HealthWarehouse.com, Inc. (HEWA)

From: Rx Investor Value Corporation (RIVC)

Re: Board of Directors Distracts Stockholders from Core Issues at Stake in Election

RIVC has joined with other stockholders, who combined represent over one-third of the outstanding shares of HEWA, to promote constructive change at our company. RIVC writes to alert you to the following developments on the Board of Directors of HEWA. In addition, we are pleased that Institutional Shareholder Services, Inc. (ISS), the respected independent investor research firm, today recommended its clients support our efforts to transform HEWA and restructure the Board of Directors.
First, we read with dismay the letter that HEWA CEO Lalit Dhadphale wrote to other stockholders on August 23, 2016. Very little of his personally-vindictive letter merits even a thoughtful response. Nonetheless, we want stockholders to be clear about what the current board has stated:
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HEWA reveals its plans to spend $180,000 to oppose stockholder efforts to transform our company, more than the available cash HEWA reported on June 30, 2016. It has already spent $140,000 to-date. This decision to spend and defend coincides with an equivalent increase in the credit line controlled by the company's senior lender and Series B holder.  Spending our stockholder money to defend their poor performance and preserve their jobs, all while increasing our company's already crushing debt load to do so, in our view serves the best interests of stockholders poorly.
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Dhadphale raises only cherry-picked items about the stockholder-nominated director candidates, rather than provide an honest account of each candidate's superb experience and expertise to serve stockholders and transform our company.. Please see our website, www.rxinvestors.com, for a more complete biography of each nominee.
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Directors work for the stockholders, not vice versa. A director and an officer bears a fiduciary duty to act in the interest of ALL stockholders, not just those with whom the director and officer may agree, and irrespective of that stockholder's particular voting preferences.  Directors should welcome vigorous dialogue from stockholders, and stockholders should always feel free to engage in such dialogue without fear of personal reprisal. Stockholders should NEVER be publicly shamed for participating in a democratic voting process, or for engaging in open and constructive debate about our company's future. And they should NEVER be subject to intimidation by any director or officer who, after all, works for us stockholders, who is paid to represent our best interests, and who should always be mindful of the heightened decorum and responsibility that comes along with the important role of being our stockholders' representative.
Distracting stockholders from the underlying reality will not work. Under the current board's watch, our company has simply failed to deliver the financial results that HEWA is capable of generating. Rather than accept the letter's suggestion that our company should be run with such a vindictive, scorched-earth, win-at-all-all-costs approach to stockholder relations, fellow stockholders should review the current board's performance and demeanor, in determining that it is time to elect the stockholder-nominated slate with the transparency, demeanor, knowledge, resources, plan, and will to transform our company into an online pharmacy powerhouse.
Second, today we learned that ISS endorses our efforts to transform our company. ISS urges stockholders to vote the Blue Proxy, and oppose the incumbent directors. ISS finds that RIVC "made a compelling case that change at the board level is necessary." Specifically, ISS recommends clients vote "For" Holtmeier and Ross on the RIVC Blue proxy card, and "DO NOT VOTE" for the HEWA Board of Directors Nominees, on the White proxy card.
We therefore encourage our fellow stockholders to:
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review the qualifications of our shareholder-nominated director candidates at www.rxinvestors.com
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speak to any candidate with any questions
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think carefully about how poorly our company has performed under the current CEO and Board of Directors
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engage in open, honest, vigorous debate about our company, without fear of personal reprisal
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vote the Blue proxy card to begin the transformation at our company.
Sincerely,
/s/ Jeffrey Holtmeier
Jeffrey T. Holtmeier
RX Investor Value Corporation
If you have any questions or require any assistance with providing your proxy or any other matters, please contact Okapi Partners LLC, our proxy advisor, at (877) 259-6290.
RX INVESTOR VALUE CORPORATION ("RIVC") HAS FILED 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") BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD ARE BEING 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 IS CONTAINED IN THE DEFINITIVE SCHEDULE 14A 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.