8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 3, 2016 (July 28, 2016)

HealthWarehouse.com, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-13117	22-2413505
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

7107 Industrial Road
Florence, Kentucky	41042
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (800) 748-7001

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.        Entry into a Material Definitive Agreement.

On July 28, 2016, HealthWarehouse.com, Inc. (the "Company") entered into an exchange agreement with Dellave Holdings, Inc. ("Dellave") (the "Exchange Agreement").  Pursuant to the Exchange Agreement, Dellave extinguished accounts payable from the Company held by Dellave in the amount of $698,594 in exchange for 2,253,528 shares of common stock of the Company.  The shares of common stock were valued based on the closing market price of $0.31 per share of common stock on July 27, 2016.

The transaction resulted in a significant improvement in the Company's balance sheet and financial health by reducing the Company's current liabilities and increasing the Company's stockholders' equity.  The Company has had discussions with other holders of the Company's liabilities from time to time about such holders also converting the amounts owed to them by the Company into shares of common stock.  While there can be no assurances that other holders of the Company's liabilities will agree to extinguish the amounts owed to them in exchange for shares of the Company's common stock, the Company intends to pursue such discussions as the Company believes that it is in the best interests of all stockholders of the Company to reduce the Company's liabilities in such manner.

The managing member of Dellave is Timothy E. Reilly, who is also the managing member of Melrose Capital Advisors, LLC, which is the Company's senior lender pursuant to a loan and security agreement.

On August 3, 2016, the Company issued a press release announcing the execution of the Exchange Agreement.  A copy of the Exchange Agreement and the Press Release are included as Exhibits 10.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated by reference hereto.

Item 3.02.        Unregistered Sales of Equity Securities.

The issuance of the shares of common stock to Dellave, as described in Item 1.01 above, was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

Item 9.01        Financial Statements and Exhibits

(d)        Exhibits

The following exhibit is included herewith.

Exhibit Number	Description
10.1	Exchange Agreement, dated July 28, 2016, by and between HealthWarehouse.com, Inc. and Dellave Holdings, Inc.
99.1	Press Release dated August 3, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HEALTHWAREHOUSE.COM, INC.
Date:  August 3, 2016	By:/s/  Lalit Dhadphale
	Lalit Dhadphale
	President and Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the "Agreement"), dated this 28^th day of July 2016, is by and between HealthWarehouse.com, Inc. (the "Company") and Dellave Holdings LLC ("Dellave").  The Company and Dellave are collectively referred to herein as the "Parties."

RECITALS

WHEREAS, Dellave holds accounts payable that are liabilities of the Company;

WHEREAS, the Company's total current liabilities exceed the Company's total assets, and at June 30, 2016 the Company had a working capital deficiency of $4,260,215 and a total accumulated deficit of $31,498,616;

WHEREAS, the Company's independent auditors indicated in their most recent audit opinion dated March 25, 2016 that there is substantial doubt about the Company's ability to continue as a going concern in light of the Company's significant losses in 2015 and 2014 and the Company's need to raise additional funds to meet its obligations and sustain its operations;

WHEREAS, the Company desires to have the accounts payable held by Dellave extinguished in exchange for the issuance of shares of common stock of the Company, par value $.001 per share ("Company Common Stock"), which will result in a significant improvement in the Company's balance sheet and financial health by reducing the Company's current liabilities and increasing the Company's stockholders' equity;

WHEREAS, the managing member of Dellave is Timothy E. Reilly, and a separate company of Mr. Reilly is the senior lender to the Company;

WHEREAS, Dellave and Mr. Reilly are willing to exchange the accounts payable held by Dellave for shares of Company Common Stock in order to improve the Company's ability to continue as a going concern and to have upside potential with respect to the Company's Common Stock as the Company's financial results and prospects improve;

WHEREAS, the Company believes that it is the best interests of all of its stockholders to reduce its current liabilities in order to ensure the continued viability of the Company; and

WHEREAS, the Parties have agreed that it is in their mutual interests to enter into this Agreement.

NOW THEREFORE, in consideration of the Recitals and the representations, warranties, covenants and agreements contained herein and other good and valuable consideration, and intending to be legally bound hereby, the Parties hereto agree as follows:

1.          Representations and Warranties of Dellave.  Dellave represents and warrants to the Company as follows:

(a)        Dellave holds as of the date of this Agreement all rights and interest in and to each of the various accounts payable set forth in confidential Exhibit 1 hereto, which accounts payable aggregate $698,593.61 as of the date hereof (the "Accounts Payable");

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(b)        Dellave has full power and authority to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement by Dellave has been duly authorized, and the performance of the terms of this Agreement will not constitute a violation of any limited partnership agreement, articles of incorporation, bylaws, operating agreement or any agreement or instrument to which Dellave is a party;

(c)        This Agreement is a valid and binding obligation of Dellave enforceable against Dellave in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights and general equitable principles; and

(d)        There are no arrangements, agreements or understandings concerning the subject matter of this Agreement between Dellave and Mr. Reilly on the one hand and the Company on the other hand, other than as set forth in this Agreement.

2.          Representations and Warranties of the Company.

(a)        The Company hereby represents and warrants to Dellave that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company.  This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms will not constitute a violation of its certificate of incorporation or bylaws or any agreement or instrument to which the Company is a party; and

(b)        The Company hereby represents and warrants to Dellave that there are no arrangements, agreements or understandings concerning the subject matter of this Agreement between the Company on the one hand and Dellave and Mr. Reilly on the other hand, other than as set forth in this Agreement.

3.          Exchange of Accounts Payable for Company Common Stock.

(a)        Effective as of the date of this Agreement, Dellave agrees that all of the Accounts Payable shall be extinguished in exchange for the Company's issuance to Dellave of 2,523,528 shares of Company Common Stock, which shares were valued at $0.31 per share.  Dellave agrees that it shall have no further rights or interests in or to any of the Accounts Payable, and that all rights to collect payments from the Company with respect to each of the Accounts Payable is hereby extinguished.

(b)        The Company agrees to provide timely instructions to its transfer agent to cause 2,523,528 shares of Company Common Stock to be issued to Dellave as of the date of this Agreement.  Dellave acknowledges and agrees that the stock certificate for such shares of Company Common Stock shall bear a restrictive legend which will read as follows:

 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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4.          Covenants.

(a)        Dellave shall timey file a Schedule 13D with the Securities and Exchange Commission (the "SEC") to report its acquisition and beneficial ownership of the 2,523,528 shares of Company Common Stock being issued pursuant to this Agreement.

(b)        The Company shall timely file a Current Report on Form 8-K with the SEC to report its entry into this Agreement.

5.          Governing Law and Choice of Forum.  Unless applicable Delaware law or regulation is deemed controlling, Kentucky law shall govern the construction and enforceability of this Agreement.  Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the Eastern District of Kentucky or, if there is no basis for federal jurisdiction, in the applicable state court of Kentucky.  Each Party agrees that the United States District Court for the Eastern District of Kentucky may exercise personal jurisdiction over them in any such actions.

6.          Severability.  If any term or provision of this Agreement is held by any governmental authority or a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.          Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the Parties.  Except as otherwise expressly provided, this Agreement shall not inure to the benefit of, be enforceable by or create any right or cause of action in any person, including any stockholder of the Company, other than the Parties to the Agreement.

8.          Survival of Representations, Warranties and Covenants. All representations, warranties and covenants shall survive the execution and delivery of this Agreement unless otherwise provided.

9.          Amendments.  This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by all of the Parties.

10.        Counterparts; Facsimile.  This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, and signature pages may be delivered by facsimile or electronic delivery, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned and is effective as of the day and year first written above.

HEALTHWAREHOUSE.COM, INC.

By:  /s/ Lalit Dhadhale                                                               

              Lalit Dhadphale

              Chairman, President and

              Chief Executive Officer

DELLAVE HOLDINGS, LLC

By: /s/ Timothy E. Reilly                                                             

              Timothy E. Reilly

              Managing Partner

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EX-99.1

EXHIBIT 99.1

HealthWarehouse.com Reduces Its Liabilities By Nearly $700,000

Significant Improvement to Stockholders' Equity and Reduction in Current Liabilities by 14.6%

(CINCINNATI, OH, August 3, 2016) -- HealthWarehouse.com, Inc. (OTCQB:HEWA), the only VIPPS & Vet-VIPPS accredited online and mail-order pharmacy licensed in all 50 states, has entered into an agreement with one of the holders of the Company's obligations to extinguish $698,594 of accounts payable in exchange for common stock, resulting in a significant improvement to the Company's balance sheet.

As of June 30, 2016, the Company had approximately $4,900,000 in total current liabilities of which approximately $2,300,000 was accounts payable.  The reduction of $698,594 of accounts payable is a 30.3% reduction in the Company's accounts payable and a 14.6% reduction in the Company's total current liabilities.

"Our strategy has been to focus on the core consumer business, streamline operations, and improve our balance sheet.  The result is record gross profits and margins generated by our core consumer business and the Company operating at breakeven quarterly cash flow.  We believe this retirement of debt and conversion into equity signals confidence that the Company continues to move in the right direction," said Dan Seliga, COO and CFO of HealthWarehouse.com.

"In addition to improving the balance sheet, the Company is now enjoying unprecedented high margin record revenue growth in its core consumer business.  Becoming the first online pharmacy to gain VIPPS and Vet-VIPPS accreditation along with our PR initiatives that are generating major national coverage, we look to continue driving new business. We believe this momentum will continue through 2016 and into 2017," said Mr. Lalit Dhadphale, President & CEO of HealthWarehouse.com.

About HealthWarehouse.com

HealthWarehouse.com, Inc. (OTCQB:HEWA) is a trusted VIPPS & Vet-VIPPS accredited online pharmacy based in Florence, Kentucky.  The Company is focused on the growing out-of-pocket prescription market, which is expected to grow to over $80 billion in 2016.  With a mission to provide affordable healthcare to every American by focusing on technology that is revolutionizing prescription delivery, HealthWarehouse.com has become the largest VIPPS accredited online pharmacy in the United States.

HealthWarehouse.com is licensed in all 50 states and only sells drugs that are FDA-approved and legal for sale in the United States. Visit HealthWarehouse.com online at http://www.HealthWarehouse.com.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, outcomes of legal proceedings and claims, fulfillment center optimization, seasonality, commercial agreements, acquisitions and strategic transactions, foreign exchange rates, system interruption, inventory, government regulation and taxation, payments and fraud. More information about factors that potentially could affect HealthWarehouse.com's financial results is included in HealthWarehouse.com's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.

Contact

Mr. Lalit Dhadphale, CEO

lalit@healthwarehouse.com

(859) 444-7341