0000898432-16-002810.txt : 20160802 0000898432-16-002810.hdr.sgml : 20160802 20160802171431 ACCESSION NUMBER: 0000898432-16-002810 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160802 DATE AS OF CHANGE: 20160802 GROUP MEMBERS: ANTHONY W. LIBERATI GROUP MEMBERS: BRIAN ROSS GROUP MEMBERS: BRUCE BEDRICK GROUP MEMBERS: CAPE BEAR PARTNERS LLC GROUP MEMBERS: CORMAG HOLDINGS, LTD. GROUP MEMBERS: ESTATE OF WAYNE CORONA GROUP MEMBERS: GENEXT, LLC GROUP MEMBERS: HONG PENNER GROUP MEMBERS: JEFFREY T. HOLTMEIER GROUP MEMBERS: LFLP, LTD. GROUP MEMBERS: LYNN PEPPEL GROUP MEMBERS: MARK DOUGLAS SCOTT GROUP MEMBERS: OSGAR HOLDINGS, LTD. GROUP MEMBERS: PATRICIA CORONA GROUP MEMBERS: PATRICK DELANEY GROUP MEMBERS: ROBERT SMYJUNAS GROUP MEMBERS: SCW HOLDINGS, LLP GROUP MEMBERS: STEPHEN J. WEISS GROUP MEMBERS: VINCENT RINALDI 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-37321 FILM NUMBER: 161801483 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 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 1 sc-13d.htm
 
 
 

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)
 
 
 
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)

 
July 23, 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).
 

CUSIP No. 46205P100
Page 2 of  26     
 
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 PURSUANTTO 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*2
CO

CUSIP No. 46205P100
Page 3 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 4 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 5 of  26     

 
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 PURSUANTTO 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

CUSIP No. 46205P100
Page 6 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 7 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 8 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 9 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 10 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 11 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 12 of  26     

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 PURSUANTTO 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


CUSIP No. 46205P100
Page 13 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 14 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 15 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 16 of  26     
 
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 PURSUANTTO 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

17
CUSIP No. 46205P100
Page 17 of  26     

 


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 PURSUANTTO 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

CUSIP No. 46205P100
Page 18 of  26     

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 PURSUANTTO 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


CUSIP No. 46205P100
Page 19 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 20 of  26     

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 PURSUANTTO 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

CUSIP No. 46205P100
Page 21 of  26     

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 PURSUANTTO 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


CUSIP No. 46205P100
Page 22 of  26     
Item 1.     Security and Issuer
 
The class of equity securities to which this Schedule related is the common stock, par value $0.001 per share, (the “Common Stock”) of HealthWarehouse.com, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 7017 Industrial Road, Florence, Kentucky 41042.
 
Item 2.    Identity and Background
 
(a), (c) and (f)
 
This Schedule is being filed by:
 
(i)         RX Investor Value Corporation is a Delaware corporation (“RIVC”). Jeffrey T. Holtmeier and Robert Smyjunas are the sole shareholders and officers of RX.
 
(ii)        Jeffrey T. Holtmeier, a United States citizen.
 
(iii)       GENext, LLC an Ohio limited liability corporation (“GENext”). Jeffrey T. Holtmeier is the managing member of GENext, LLC.
 
(iv)       Robert Smyjunas, a United States citizen.
 
(v)        Stephen J. Weiss, a United States citizen.
 
(vi)       SCW Holdings, LLP is a Arizona limited liability partnership (“SCW”).  Dr. Stephen J Weiss is the general partner of SCW.
 
(vii)      Mark Douglas Scott, a Canadian citizen.
 
(viii)     Cormag Holdings, Ltd.is a Canadian corporation (“Cormag”). Mr. Mark Douglas Scott is the president, sole stockholder and a director of Cormag.
 
(ix)       Hong Penner, a Canadian citizen.
 
(x)        Osgar Holdings, Ltd. is a Canadian corporation (“Osgar”). Ms. Hong Penner is the president, sole stockholder and a director of Osgar.
 
(xi)       Bruce Bedrick, a United States citizen.
 
(xii)      Lynn Peppel, a United States citizen. Ms. Lynn Peppel is the managing member of Cape Bear Partners, LLC.
 
(xiii)     Cape Bear Partners, LLC (“Cape Bear”) is a Delaware limited liability company.
 
(xiv)     Arthur W. Liberati, a Unites States citizen, Mr. Liberati is the sole shareholder of LFLP, Ltd.
 
(xv)      LFLP, Ltd. is a United States limited partnership (“LFLP”).
 
(xvi)     Patrick Delaney, a United States citizen.
 
(xvii)     Patricia Corona, a United States citizen. Ms. Corona is the executrix of the Estate of Wayne Corona.
 

CUSIP No. 46205P100
Page 23 of  26     
 
(xviii)   Estate of Wayne Corona, an estate organized under Nevada law.
 
(xix)     Vincent Rinaldi, a United States citizen.
 
(xx)     Brian Ross, a United States citizen.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.
 
(b)
 
The address of RIVC is 5027 Madison Road, Suite 200, Cincinnati, Ohio 45227.
 
The address of Jeffery T. Holtmeier and GENext is 8380 Kugler Mill Rd., Cincinnati, OH 45243.
 
The address of Robert Smyjunas is 9064 Ridgeway Close Dr., Cincinnati, OH 45236.
 
The address of Stephen J. Weiss and of SCW is 10405 E. McDowell Mountain Ranch Road, Suite 250, Scottsdale, AZ 85255.
 
The address of Mark Douglas Scott and of Cormag is 104 Falcon Ridge Drive, Winnipeg, Manitoba, Canada R3Y1X6.
 
The address of Hong Penner and of Osgar is 400 St. Mary Avenue, 9th Floor, Winnipeg, Manitoba, Canada R3C4K5.
 
The address of Bruce Bedrick is 5375 Monterey Circle #32, Delray Beach, Florida 33484.
 
The address of Lynn Peppel and Cape Bear is 38608 Butcher, Rd., Leetonia, Ohio 44431.
 
The address of Arthur Liberati and LFLP is 104 Buckskin Court, Sewickley, Pennsylvania, 15143.
 
The address of Patrick Delaney is 9 Ivy Trail, NE, Atlanta, Georgia, 30342.
 
The address of Patricia Corona and the Estate of Wayne Corona is 3733 Rick Stratton Drive, Las Vegas, NV 89120.
 
The address of Vincent Rinaldi is 9080 Cunningham Road, Cincinnati, Ohio 45243.
 
The address of Brian Ross is 4410 Carver Woods Drive, Suite 103, Blue Ash, Ohio 45242.
 
(d)-(e)
 
During the last five years, none of the Reporting Persons have nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons: (i) been convicted in any criminal proceeding or (ii) been a part to an civil proceeding or a judicial or administrative body or competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.          Source and Amount of Funds or Other Consideration

The Reporting Persons own an aggregate of 19,062,600 shares of Common Stock of the Issuer, acquired for an aggregate cost of $2,885,918 in multiple transactions including open market transactions using personal funds of individuals and working capital of RIVC, GENext, SCW, Cormag,  Osgar, LFLP, and Cape Bear.


CUSIP No. 46205P100
Page 24 of  26     
Item 4.          Purpose of the Transaction
 
On June 27, 2016, RIVC sent a letter to the Issuer with notice of RIVC’s intention to nominate Jeffrey T. Holtmeier, Vincent Rinaldi, Brian Ross, and Stephen J. Weiss for election as directors of the Issuer at the 2016 annual meeting of stockholders.
 
On July 23, 2016, the Reporting Persons formed a group for the purpose of changing the present board of directors and as appropriate, the management of the Issuer.
 
On July 25, 2016, RIVC sent a letter to the Issuer supplementing its June 27, 2016 letter, and notified the Issuer that RIVC intended to nominate Mark Douglas Scott in lieu of Mr. Rinaldi for election as a director of the Issuer at the 2016 annual meeting of stockholders.
 
The Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the company beneficially owned by them, in each case in the open market or in a privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the issuer and the general business and future prospects of the issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
 
Item 5.          Interest in Securities of the Issuer
 
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule are incorporated herein by reference. The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 42,160,786 shares of Common Stock outstanding, as of July 29, 2016, which is the total number of shares of Common Stock outstanding as reported to the Reporting Persons by the Issuer. The shares reported above for Dr. Bedrick consist of 3,900,000 shares of common stock and warrants to purchase 1,950,000 shares. The shares reported above for Cormag Holdings/Mark Scott consist of 3,147,527 shares of common stock and warrants to purchase 1,333,334 shares of common stock. The shares reported above for Osgar Holdings/Hong Penner consist of 1,666,667 shares of common stock and warrants to purchase 833,333 shares of common stock. The shares reported above for SCW/Stephen J. Weiss consist of 670,000 shares of common stock and warrants to purchase 350,000 shares of common stock. As reported in the Company’s preliminary proxy filed with the SEC on August 1, 2016, also issued and outstanding are 517,359 shares of Series B preferred stock and 10,000 shares of Series C preferred stock.  Each share of Series B preferred stock is entitled to 11.66 votes on each of the proposals submitted to stockholders, and each share of Series C preferred stock is entitled to one vote on each of the proposals submitted to stockholders. The number of votes held by all holders of the outstanding common stock and Series B and Series C preferred stock and entitled to vote at the Annual Meeting aggregate 48,203,192 votes.
 
Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule, which agreement is set forth at Exhibit 7.1 to this Schedule.  The Reporting Persons also expect that they will jointly review all proposals to be voted on in connection with the Annual Meeting, including nominations for directors, and expect that in jointly reviewing such proposals and nominations, proxies ultimately granted or votes ultimately taken by the individual Reporting Persons would likely align significantly with the proxies granted or votes taken by other Reporting Persons.
 
Except as described herein or in other amendments to the 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
 

CUSIP No. 46205P100
Page 25 of  26     
Item 7.          Material to be Filed as Exhibits

Exhibit 7.1.          Joint Filing Agreement
Exhibit 7.2           Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated June 27, 2016
Exhibit 7.3           Letter from Rx Investor Value Corporation o HealthWarehouse.com, Inc., dated July 25, 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 2, 2016
 
RX Investor Value Corporation
 
Jeffrey T. Holtmeier
 
By: Jeffrey T. Holtmeier, its President
 
 
 
 
 
 
 
GENext LLC
 
Robert Smyjunas
 
By: Jeffrey T. Holtmeier, its Manager
 
 
 
 
 
 
 
Cormag Holdings, Ltd.
 
Mark Douglas Scott
 
By: Mark Douglas Scott, its President
 
 
 
 
 
 
 
Osgar Holdings, Ltd.
 
Hong Penner
 
By: Hong Penner, its President
 
 
 
 
 
 
 
Bruce Bedrick
 
Patrick Delaney
 
 
 
 
 
Cape Bear Partners LLC
 
Lynn Peppel
 
By: Lynn Peppel, its Manager
 
 
 
 
 
 
 
LFLP Ltd.
 
Arthur W. Liberati
 
By Arthur W. Liberati, its shareholder      
 
 
 
 
Estate of Wayne Corona
 
Patricia Corona
 
By: Patricia Corona, Executrix
 
 
 
 
 
 
 
SCW Holdings, LLP
 
Stephen J. Weiss
 
By: Stephen J. Weiss, its General Partner
 
 
 
 
 
 
 
Brian Ross
 
Vincent Rinaldi
 


CUSIP No. 46205P100
Page 26 of  26     
EXHIBIT INDEX

Exhibit 7.1.            Joint Filing Agreement

Exhibit 7.2            Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated June 27, 2016

Exhibit 7.3            Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated July 25, 2016


EX-7.1 2 exh7-1.htm
Exhibit 7.1
 
JOINT FILING AGREEMENT


The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Dated: August 2, 2016
 
RX Investor Value Corporation
 
Jeffrey T. Holtmeier
By: Jeffrey T. Holtmeier, its President
 
 
 
 
      
GENext LLC
 
Robert Smyjunas
By: Jeffrey T. Holtmeier, its Manager    
      
      
Cormag Holdings, Ltd.   Mark Douglas Scott  
By: Mark Douglas Scott, its President    
      
      
Osgar Holdings, Ltd.   Hong Penner 
By: Hong Penner, its President    
     
      
Bruce Bedrick    
      
      
Cape Bear Partners LLC   Lynn Peppel 
By: Lynn Peppel, its Manager    
      
     
Patrick Delaney    
      
      
LFLP Ltd.    Arthur W. Liberati
By: Arthur W. Liberati, its shareholder    
     
      
Estate of Wayne Corona   Patricia Corona 
By: Patricia Corona, Executrix    
 
 
 
      
SCW Holdings, LLP
 
Stephen J. Weiss
By: Stephen J. Weiss, its General Partner    
         
     
Brian Ross   Vincent Rinaldi 

 

 
 
 
 
 
 
 
 
 
 
 
 

 
   
 
   
 
  
 
  
 

  
 
   
 


  
 
  
 

 
 
EX-7.2 3 exh7-2.htm
Exhibit 7.2
 
 
June 27, 2016
 
Via e-mail and courier
 
HealthWarehouse.com, Inc.
Acting Secretary
7107 Industrial Road
Florence, Kentucky 41042
RE: Notice of Director Nominees to be Elected at 2016 Annual Meeting of Stockholders


This Notice is sent on behalf of Rx Investor Value Corporation, a Delaware corporation (“RIVC”), to provide notice of RIVC’s intent to nominate director candidates for election to the board of directors of HealthWarehouse.com, Inc., a Delaware corporation (“HEWA”), at its 2016 annual meeting of stockholders or any meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings, or continuations of any such meeting (the “Meeting”).
RIVC is submitting this Notice to HEWA pursuant to Section 1.2 of Article I of HEWA’s Amended and Restated Bylaws, as filed by HEWA with the Securities and Exchange Commission (the “Bylaws”). RIVC will nominate the four individuals set forth on Exhibit A hereto (the “Nominees”) for election to HEWA’s board of directors at the Meeting. Each Nominee has consented to serve as a director if elected, and to be named as a nominee in RIVC’s proxy statement, proxy card and other proxy materials relating to the Meeting and to serve as a director of HEWA if elected.
Attached to this Notice as Exhibit B are the written consents of each of the Nominees.
According to the most recent proxy materials of HEWA, the terms of four directors on HEWA’s board elected by holders of HEWA’s common shares expire at the 2016 annual meeting of stockholders. RIVC intends to nominate the Nominees to fill the expiring terms of these four directors. RIVC plans to conduct this business at the Meeting because an annual stockholder meeting presents the only opportunity for nominating and electing directors. RIVC has no material interest in the election of directors other than that represented by RIVC’s ownership of shares of HEWA common stock. Should the board of directors of HEWA increase the number of directors such that there are more than four directors to be elected by the holders of HEWA’s common shares at the Meeting, RIVC intends to nominate additional individuals to stand for election to the newly-created positions, as and to the extent permitted by the Bylaws and applicable law.
Please reply to this letter by email message to confirm receipt of this Notice.

Exhibit 7.2

Bylaws Information
The following information is provided pursuant to the advance notice provisions of the Bylaws.
RIVC owns 1,100 shares of common stock of HEWA as record owner. Documentary evidence is attached hereto as Exhibit C. RIVC’s address is 5027 Madison Road, Suite 200, Cincinnati, Ohio 45227. The principal business of RIVC is investment in equity securities. RIVC has two shareholders and officers, Jeffrey T. Holtmeier and Rob Smyjunas.
Jeffrey T. Holtmeier owns 19,900 shares of common stock of HEWA as record owner through GENext LLC. Holtmeier’s business address is 201 East Fifth Street Cincinnati, OH USA 45202 and his residence address is 8380 Kugler Mill Rd.
Cincinnati, OH 45243. Holtmeier is principally employed as CEO of GENext LLC.
Rob Smyjunas owns 225,300 shares of common stock of HEWA. Smyjunas’s business address is 5027 Madison Rd. Cincinnati OH 45227, and his residence address is 9064 Ridgeway Close Dr. Cincinnati, OH 45236. Smyjunas is principally employed as CEO of Vandercar Holdings.
Please see Exhibit A for the addresses and share ownership of the Nominees.
The directors and officers of RIVC may be deemed to beneficially own the shares of common stock of HEWA held by RIVC. RIVC, the directors and officers of RIVC and/or the Nominees may be deemed to be a “group” within the meaning of the Exchange Act and the rules and regulations thereunder, as a result of this Notice, and therefore each of the members of the group may be deemed to beneficially own all of the shares of common stock of HEWA held by any member of the group.
Except as otherwise may be provided in this Notice or any of the Exhibits attached hereto, none of RIVC, its affiliates, Holtmeier, Smyjunas, or the other Nominees:
· beneficially own, directly or indirectly, any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of HEWA or with a value derived in whole or in part from the value of any class or series of shares of HEWA, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of HEWA or otherwise (a “Derivative Instrument”), or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of HEWA;

· except for this nomination notice, have any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of HEWA;

Exhibit 7.2

· have any short interest in any security of HEWA;

· have any rights to dividends or other distributions on the shares of HEWA owned beneficially, directly or indirectly, that are separated or separable from the underlying shares of HEWA;

· have any proportionate interest in shares of HEWA or Derivative Instruments held, directly, or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; or

· is directly or indirectly entitled to any performance-related fees (other than an asset-based fee) based on any increase or decrease in the value of shares of HEWA or Derivative Instruments.
SEC Information
The following information is required by Regulation 14A of the Exchange Act, and by the Bylaws.
The only agreements, arrangements or understandings among RIVC or any other party and any of the Nominees pursuant to which the Nominees are being nominated by RIVC are reflected in the written consents attached to this Notice. No other agreements, arrangements or understandings exist between RIVC and any other party relating to the nomination of the Nominees. RIVC has engaged Thompson Hine LLP, on customary terms, to represent RIVC in connection with the nomination of the Nominees for election to HEWA’s board of directors and intends to engage a proxy solicitor, on customary terms, to assist RIVC in soliciting proxies from HEWA’s stockholders in connection with the Annual Meeting. No other agreements, arrangements or understandings exist between RIVC and any other party relating to the nomination of the Nominees.
Each of the Nominees is eligible to serve as a director of HEWA, and none has any interests that would limit his ability to fulfill his duties of office.
RIVC believes that each of the Nominees would currently qualify as an “independent” director of HEWA as defined for any and all purposes under the rules of the NASDAQ stock market for purposes of service on HEWA’s board of directors or any committee thereof.   According   to   HEWA’s   most   recent   proxy   materials,  HEWA, an                  OTCQB Market Tier listed company, follows the independence standards adopted by the NASDAQ stock market.
None of the Nominees received any compensation from HEWA during HEWA’s last completed three fiscal years or any interim period thereof.

Exhibit 7.2

The only “participants” in the solicitation contemplated by this Notice, within the meaning of Item 4 of Schedule 14A under Rule 14a-101 under the Exchange Act, are RIVC, Smyjunas and the Nominees.
RIVC is at 5027 Madison Road, Suite 200, Cincinnati, Ohio 45227. RIVC was formed to hold an investment in HEWA. The directors and officers of RIVC are Holtmeier and Smyjunas. RIVC owns 1,100 shares of common stock of HEWA. RIVC purchased 1,000 shares on 4/22/16 and 100 shares on 4/26/16.
Smyjunas is at 5027 Madison Road, Suite 200, Cincinnati, Ohio 45227. His principal occupation is a business executive and his employer is Vandercar Holdings.
Smyjunas owns 225,300 of shares of common stock of HEWA. Smyjunas purchased 97,500 shares on 2/10/16; 55,800 shares on 2/11/16; 22,000 shares on 2/29/16; 26,000 shares on 2/25/15; 6,000 shares on 3/1/16; and 18,000 shares on 3/23/16.
Please see Exhibit A for the name and business address of each Nominee, each Nominee’s present principal occupation or employment and the name, principal business and business address of any corporation or other organization in which such employment is carried on, shares of common stock of HEWA owned, and share transactions in the past two years.
Except as set forth in this Notice or in the Exhibits attached hereto, none of RIVC, Smyjunas, or any of the Nominees, or any associate of any of the foregoing persons:
during the past ten years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
owns beneficially, directly or indirectly, or has the right to acquire, any securities of HEWA or any parent or subsidiary of HEWA;
owns any securities of HEWA, or any parent or subsidiary of HEWA, of record but not beneficially;
has purchased or sold any securities of HEWA within the past two years;
has incurred indebtedness for the purpose of acquiring or holding securities of HEWA;
is or has been a party to any contract, arrangement or understanding with respect to any securities of HEWA within the past year including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
has been indebted to HEWA or any of its subsidiaries since the beginning of HEWA last fiscal year, or

Exhibit 7.2

has any arrangement or understanding with respect to future employment by HEWA or any of its affiliates or with respect to any future transactions to which HEWA or any of its affiliates will or may be a party.
In addition, except as set forth in this Notice or in the Exhibits attached hereto, (i) none of the corporations or organizations in which any participant has conducted  his principal occupation or employment was a parent, subsidiary or other affiliate of HEWA, (ii) none of the participants holds any position or office with HEWA or has any family relationship with any executive officer or director of HEWA or each other, and (iii) there are no material proceedings to which any participant is a party adverse to HEWA or any of its subsidiaries, or in which any participant has a material interest adverse to HEWA or any of its subsidiaries.
There is no information required to be provided in this Notice in response to the disclosure requirements of Item 401(f) or Item 404 of Regulation S-K under the Exchange Act
With respect to any disclosure item under the Bylaws, Regulation 14A under the Exchange Act or any other applicable statutory provision, with respect to this Notice, RIVC, Smyjunas, or any of the Nominees, where there is an absence of responsive information in this Notice or the Exhibits attached hereto, the absence of responsive information indicates that there is no responsive information to disclose pursuant   to the Bylaws, applicable law or otherwise.
RIVC is submitting this Notice and intends to nominate the Nominees for election to HEWA’s board of directors at the Meeting to protect and advance its investment in HEWA. None of RIVC, Smyjunas, or any of the Nominees has any interest in the nomination of the Nominees at the Meeting other than the protection and advancement of RIVC’s investment in HEWA.
As the purpose of advance notice provisions is to provide a company with fair notice of a stockholder’s proposed nominees for election to the company’s board and sufficient information about each nominee to allow the company to determine the eligibility and qualifications of such nominee, we hereby incorporate by reference into this Notice all of the information that HEWA’s board, individual members thereof and/or HEWA’s counsel, management and/or other agents currently has in their possession or control, or that may hereafter come into their possession or control, relating to the Nominees. In addition, as the fiduciary duties of HEWA’s board of directors under applicable law require it to conduct such review and investigation of the Nominees as would enable the board to properly assess the eligibility and qualifications of such Nominees, we hereby incorporate by reference into this Notice all of the information regarding the Nominees that HEWA’s board should have in their possession and/or control as of the date hereof, and any date hereafter, to have properly fulfilled its duties under applicable law.
A representative of RIVC will appear in person at the Meeting to nominate the Nominees for election to HEWA’s board of directors. The representative will request

Exhibit 7.2

the opportunity to make a statement to stockholders at the Meeting in support of the election of the Nominees.
RIVC currently intends to solicit proxies from the stockholders of HEWA in connection with the election of the Nominees to HEWA’s board of directors and to prepare and file with the Securities and Exchange Commission and distribute to stockholders of HEWA a proxy statement, proxy card and other proxy materials relating to such solicitation. RIVC intends to solicit proxies, use a proxy advisor, Holtmeier and Smyjunas, and employees of RIVC in connection therewith, and to expend such funds in connection therewith, in a manner and to the extent that is customary for contested elections involving a company registered with the Securities and Exchange Commission. RIVC will bear the costs of such solicitation. If RIVC is successful in obtaining the election of one or more of the Nominees to the board of directors of HEWA, it intends to request that HEWA reimburse the costs incurred by it in connection with such solicitation. If RIVC is successful at any time in obtaining the election of a majority of HEWA’s board of directors, it may cause HEWA to reimburse such costs. RIVC does not currently anticipate that such reimbursement would be presented to the stockholders of HEWA for a vote, but RIVC would favor such presentation for a vote if required by applicable law or if a sufficient number of stockholders of HEWA express a desire for such vote to occur.
RIVC reserves the right not to solicit proxies and/or file and distribute a proxy statement, proxy card and/or other proxy materials in the event that RIVC beneficially owns sufficient shares of HEWA’s common stock as of the record date for the Meeting to elect its Nominees without the vote of any other stockholder of HEWA and/or if such filing and/or distribution is otherwise not required under applicable law.
RIVC believes that this Notice is in proper form, and has prepared it in compliance with Delaware law and in accordance with the notice requirements of the Bylaws. RIVC also believes there are no further requirements set forth in the Bylaws and certificate of incorporation of HEWA, or under applicable law in Delaware (the state of incorporation of HEWA), for such Notice and nomination. If HEWA finds this Notice to be deficient in any matter or form, RIVC expects that HEWA will notify RIVC of any such alleged deficiency or determination with specific and detailed reasoning in writing promptly and in any event no later than seven calendar dates from HEWA’s receipt of this Notice. Upon receipt of such notice, RIVC reserves the right to either challenge or cure any alleged deficiencies. RIVC also reserves the right to take the position that this Notice is not required to be provided in order for HEWA to nominate the Nominees for election to HEWA’s board of directors at the Meeting and/or that HEWA has waived any right not to recognize the nomination of the Nominees at the Meeting or is estopped from doing so. RIVC also reserves the right to give further notice of additional business to be conducted or nominations to be made at the Meeting, to revise the Notice, or not to present the nominations so described.

Exhibit 7.2

In light of the highly qualified candidates nominated in this Notice and the significant amount of time before the Meeting, we see no lawful reason under Delaware law for these nominations not to be recognized at the Meeting.
Please be reminded of your board’s obligations—and potential liabilities—arising out of any actions that you might take in an attempt to thwart or impede the ability of HEWA’s stockholders to exercise their rights to vote, consent or otherwise take action under applicable law and HEWA’s certificate of incorporation and Bylaws with respect to the election of the Nominees to HEWA’s board of directors.


Rx Investor Value Corporation
/s/ Jeffrey T. Holtmeier 
By:  Jeffrey T. Holtmeier

Exhibit 7.2

Exhibit A


Nominees
Jeffrey T. Holtmeier, 58 years old, is an entrepreneur in technology and communications, with numerous companies founded, built and successfully sold or transitioned. Mr. Holtmeier is currently the Chief Executive Officer and Founder of GENext, LLC, where Mr. Holtmeier has worked since February 2001. A holding company, GENext controls assets including companies in China, the USA and Pakistan, and is unaffiliated with HEWA. He is a principal and Chairman of Cinnova, a Pakistan-based digital media and software development company focused on leading edge web and mobile applications. He has deep boardroom experience as a result of service on the Boards of Directors of a number of U.S. and Chinese companies, both public and private is also currently a board member and a member of the audit and special committee at iSign Solutions (ISGN), where he has served in various roles since August 2011.
Business address: 201 East Fifth Street Cincinnati, OH USA 45202.
Director qualifications: Mr. Holtmeier has experience on other public company boards of directors, as an entrepreneur, and in mergers and acquisitions.
Other directorships: iSign Solutions, Inc. (OTC:ISGN)
Shareholding and dates acquired: 3,305 shares on 8/13/15; 5 shares on 8/18/15; 300 shares on 8/21/15; and 16,390 shares on 8/27/15, all through GENext LLC. Holtmeier conveyed 100 shares to RIVC on 4/26/16.
Vincent Rinaldi, 67 years old, has had a broad business career starting at Ernst and Ernst (now Ernst & Young) and Xerox before launching Information Leasing Corporation (ILC) in 1987. ILC was sold to Provident Bank which was ultimately acquired by National City and then PNC where Vince held several senior level positions including CEO of PNC Equipment Financial with $9 billion in assets.
Currently Vince is a director of Trevia Digital Health and BrightView Health and has held prior board seats with NASDAQ listed Pomeroy Computer Resources and Health Care Waste Solutions which was sold to Stericycle (NASDAQ:SRCL).
Business address: 9080 Cunningham Road, Cincinnati, OH 45243
Director qualifications: Mr. Rinaldi has experience and expertise in information technology, mergers and acquisitions, and financial analysis.
Other directorships: Pomery Computer Resources, Inc.; Health Care Waste Solutions, Inc., Trevia Digital Health, BrightView Health
Shareholding and dates acquired: none

Exhibit 7.2

Brian Ross, 58 years old, is the Principal of Mid-Market Growth Partners. Mr. Ross started the company 2014 to provide consulting services and rigorous analytical tools to assist clients achieve their strategic objectives and to improve their financial results. In 2013, Mr. Ross founded AssuredMedPay, a healthcare start-up focused upon streamlining the payment process for individual responsible claims of corporate sponsored medical plans. Previously, Mr. Ross served as President (2010- 2011) and President and CEO (2011-2012) of KnowledgeWorks, an educational non-profit that provides innovative teaching pedagogies. Prior to joining KnowledgeWorks, Mr. Ross served both as the COO and CFO as part of his 13-year- tenure at Cincinnati Bell. He is also a member of the board of Alaska Communications (NASDAQ: ALSK), where he serves on the audit committee and the chair of the compensation committee and a member of the board of Otelco, Inc. (Nasdaq: OTEL), where he serves on the audit and compensation committees. Until April 2016 and the sale of the company to Gannett, he was a member of the board of Journal Media Group, Inc. (NYSE: JMG).
Business address: 4410 Carver Woods Drive, Suite 103, Blue Ash, OH 45242
Director qualifications: Mr. Ross has experience as a financial executive and director of public companies. He is also designated a financial expert as defined by NASDAQ and securities laws.
Other directorships: Alaska Communications (NASDAQ: ALSK); Otelco, Inc. (Nasdaq: OTEL), Journal Media Group, Inc. (NYSE: JMG).
Shareholding and dates acquired: none
Dr. Stephen J. Weiss, 62 years old, graduated from the University of Manitoba School of Dentistry in 1977. He established a dental practice upon graduation at the age of twenty-three that grew to 30 employees and in the top 1% of dental practices in the city of Winnipeg, Manitoba.
In December of 1978, he began a tandem career in real estate investment and development in Scottsdale, Arizona and in 1998, with both businesses flourishing, he and his family elected to pursue the real estate business on a full time basis, establishing full time residence in Scottsdale, Arizona. Dr. Weiss’s real estate investments and developments are primarily focused in the Arizona market and secondarily in the Las Vegas market and Lafayette, Colorado. Dr. Weiss became a US citizen in July of 2003.
Dr. Weiss was also one of the founders of Prescription Drugs Canada, LLP, an online pharmacy based in Scottsdale, Arizona and Winnipeg, Manitoba to supply prescription drugs sourced in Canada at affordable prices for American residents, that was ultimately sold. Dr. Weiss’s real estate ventures include land acquisition, land syndications, residential land assembly, entitlement and sales to tract and custom homebuilders, shopping center development, office/warehouse development for condominium unit sales and rental.

Exhibit 7.2

Business address: 10405 E. McDowell Mountain Ranch Road, Suite 250, Scottsdale, AZ 85255
Director qualifications: Mr. Weiss has experience in healthcare and pharmaceutical industries, and has expertise in capital allocation and financial analysis.
Other directorships: none
Shareholding and dates acquired: 670,000 of common stock with right to purchase an additional 350,000 shares, acquired 8/15/14.

Exhibit 7.2

Exhibit B


Consents

Exhibit 7.2

June 27, 2016

Acting Secretary
HealthWarehouse.com, Inc. 7107
Industrial Rd.
Florence, KY 41042


I hereby consent to appear in proxy materials prepared and distributed by Rx Investor Value Corporation related to election to the Board of Directors of HealthWarehouse.com, Inc., and if elected will serve on the Board of Directors of HealthWarehouse.com, Inc.

/s/ Jeffrey T. Holtmeier 
Jeffrey T. Holtmeier


Exhibit 7.2

June 27, 2016

Acting Secretary
HealthWarehouse.com, Inc. 7107
Industrial Rd.
Florence, KY 41042


I hereby consent to appear in proxy materials prepared and distributed by Rx Investor Value Corporation related to election to the Board of Directors of HealthWarehouse.com, Inc., and if elected will serve on the Board of Directors of HealthWarehouse.com, Inc.


/s/ Vincent Rinaldi 
Vincent Rinaldi

Exhibit 7.2

June 27, 2016

Acting Secretary
HealthWarehouse.com, Inc. 7107
Industrial Rd.
Florence, KY 41042


I hereby consent to appear in proxy materials prepared and distributed by Rx Investor Value Corporation related to election to the Board of Directors of HealthWarehouse.com, Inc., and if elected will serve on the Board of Directors of HealthWarehouse.com, Inc.

/s/ Brian A. Ross 
Brian A. Ross

Exhibit 7.2

June 27, 2016

Acting Secretary
HealthWarehouse.com, Inc. 7107
Industrial Rd.
Florence, KY 41042


I hereby consent to appear in proxy materials prepared and distributed by Rx Investor Value Corporation related to election to the Board of Directors of HealthWarehouse.com, Inc., and if elected will serve on the Board of Directors of HealthWarehouse.com, Inc.

/s/ Stephen S. Weiss 
Stephen S. Weiss

Exhibit 7.2


Exhibit C

Evidence of Share Ownership
 
 
 
[intentionally omitted]
 
 
EX-7.3 4 exh7-3.htm
Exhibit 7.3
 
 

July 25, 2016

Via e-mail and Courier
HealthWarehouse.com, Inc.
7107 Industrial Road
Florence, KY  41042
Attention:  Acting Secretary

Re: Notice of Director Nominees to be Elected at 2016 Annual Meeting of Stockholders
Ladies and Gentlemen:
This letter supplements the Notice, dated June 27, 2016 (the “Notice”), sent to you by Rx Investor Value Corporation, a Delaware corporation (“RIVC”), notifying you of our intention to nominate four candidates for election to the board of directors of HealthWarehouse.com, Inc., a Delaware corporation (“HEWA”), at its 2016 annual meeting of stockholders (the “Meeting”).
On July 15, 2016, HEWA filed a Current Report on Form 8-K disclosing that the Meeting had been rescheduled to September 2, 2016.
In accordance with Section 1.2 of Article I of HEWA’s Amended and Restated Bylaws (the “Bylaws”), RIVC hereby notifies you that it will nominate Mark Douglas Scott in place of Vincent Rinaldi for election as a director at the Meeting.  Pursuant to his most recent Form 13(G)A dated February 22, 2016 and on file with the Securities and Exchange Commission, Mr. Scott beneficially owns 4,480,861 shares of common stock of HEWA, which includes warrants to purchase 1,333,334 shares of the company’s common stock.  The common shares and warrants were acquired beginning on August 21, 2014.  Mr. Scott has consented to serve as a director of HEWA if elected, and to be named as a nominee in RIVC’s proxy statement, proxy card, and other proxy solicitation materials relating to the Meeting.  Mr. Scott’s written consent is attached to this letter as Exhibit A.  The address and certain other information about Mr. Scott is set forth in Exhibit B hereto.
RIVC also intends to nominate Messrs. Holtmeier, Ross, and Weiss, the persons identified in the Notice, for election as directors at the Meeting.  If any of Messrs. Scott, Holtmeier, Ross or Weiss is unable to stand for election at the Meeting, RIVC will nominate Mr. Rinaldi as a nominee for election as a director.
This letter incorporates by reference the information contained in the Notice, except as noted below:
(a)
References in the Notice to “Nominees” shall include Mr. Scott; and
(b)
Effective July 23, 2016, RIVC and the Nominees may be deemed to be a “group,” within the meaning of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the purpose of changing the present board of directors and management of the company.
 

Exhibit 7.3
 
RIVC reaffirms its statements in the Notice, including with respect to its intentions in connection with its proxy solicitation, its compliance with applicable law in delivering the Notice and this letter to you, and its reservation of rights as set forth in the Notice.

Sincerely yours,
Rx Investor Value Corporation

/s/ Jeffrey T. Holtmeier                   
By:  Jeffrey T. Holtmeier
 

Exhibit 7.3
 
Exhibit A
Consent of Mark Scott

July 23, 2016
Acting Secretary
HealthWarehouse.com, Inc.
7107 Industrial Rd.
Florence, KY 41042
I hereby consent to appear in proxy materials prepared and distributed by Rx Investor Value Corporation related to election to the Board of Directors of HealthWarehouse.com, Inc., and if elected will serve on the Board of Directors of HealthWarehouse.com, Inc.

/s/ Mark Douglas Scott                  
Mark Douglas Scott
 

Exhibit 7.3
 
Exhibit B
Information About Mark Scott

Mark Scott, 45 years old is a licensed pharmacist, and a successful entrepreneur in both the mail order/on-line pharmacy industry and the call center industry. Mark earned his Bsc (Pharm) from the University of Manitoba in 1998.  In 2002 Mark was a co-founder and President of Glenway Pharmacy, a mail order pharmacy in Winnipeg, Canada. Mark also co-founded “Goodway Management and Call Center” a company that specialized in mail order pharmaceutical sales to consumers. Mark also launched a near shore call center on the island of Barbados that also specialized in mail order pharmacy retailing. In 2012 Mark co-founded KpiConnect, a call center company that has no relation to the pharmacy industry.
 
Director Qualifications: Mr. Scott is a Pharmacist who also has extensive experience in the business-to-consumer mail-order and online retailing of pharmaceuticals. His expertise in the call center business is also a valuable asset to the customer service component required to acquire and maintain customers.
 
Shareholdings: Pursuant to his most recent Form 13(G)A dated February 22, 2016 and on file with the Securities and Exchange Commission, Mr. Scott beneficially owns 4,480,861 shares of common stock of HEWA through Cormag Holdings, which includes warrants to purchase 1,333,334 shares of the company’s common stock. Cormag Holdings is a Canadian corporation and Mark Douglas Scott is the President, sole stockholder and director of Cormag and has sole voting and dispositive power with respect to the shares owned by Cormag. Mr. Scott is a Canadian citizen. Mr. Scott acquired 2,666,668 shares and 1,333,334 warrants beginning on August 21 2014. Mr. Scott’s address is 104 Falcon Ridge Drive, Winnipeg,  Canada A2 R3Y1X6.