0001209191-11-052776.txt : 20111026 0001209191-11-052776.hdr.sgml : 20111026 20111026185936 ACCESSION NUMBER: 0001209191-11-052776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111017 FILED AS OF DATE: 20111026 DATE AS OF CHANGE: 20111026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Backus John C CENTRAL INDEX KEY: 0001362651 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159965 MAIL ADDRESS: STREET 1: DRAPER ATLANTIC STREET 2: 11911 FREEDOM DRIVE, SUITE 1080 CITY: RESTON STATE: VA ZIP: 20191 FORMER NAME: FORMER CONFORMED NAME: Backus John G DATE OF NAME CHANGE: 20060512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Scott M CENTRAL INDEX KEY: 0001504806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159963 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hixon Todd L CENTRAL INDEX KEY: 0001504832 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159964 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delistathis Thanasis CENTRAL INDEX KEY: 0001504834 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159962 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 ISSUER: 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: 1202 BUSINESS ADDRESS: STREET 1: 100 COMMERCE BOULEVARD CITY: CINCINNATI, STATE: OH ZIP: 45140 BUSINESS PHONE: (513) 618-0911 MAIL ADDRESS: STREET 1: 100 COMMERCE BOULEVARD CITY: CINCINNATI, STATE: OH ZIP: 45140 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW ATLANTIC VENTURE FUND III L P CENTRAL INDEX KEY: 0001372004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159969 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE, SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-563-4105 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE, SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW ATLANTIC ENTREPRENEUR FUND III LP CENTRAL INDEX KEY: 0001403951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159967 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-563-4105 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NAV MANAGERS FUND LLC CENTRAL INDEX KEY: 0001422350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159968 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 563-4105 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 1080 CITY: RESTON STATE: VA ZIP: 20190 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW ATLANTIC FUND III LLC CENTRAL INDEX KEY: 0001422519 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 111159966 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: #1080 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-563-4105 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: #1080 CITY: RESTON STATE: VA ZIP: 20190 4 1 c23715_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2011-10-17 0000754813 HealthWarehouse.com, Inc. HEWA 0001372004 NEW ATLANTIC VENTURE FUND III L P 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 1 0 1 0 0001422350 NAV MANAGERS FUND LLC 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 0 1 affiliate of Fund III 0001403951 NEW ATLANTIC ENTREPRENEUR FUND III LP 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 0 1 affiliate of Fund III 0001422519 NEW ATLANTIC FUND III LLC 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 1 0 0001362651 Backus John C 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 1 0 0001504832 Hixon Todd L 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 1 0 0001504806 Johnson Scott M 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 1 0 0001504834 Delistathis Thanasis 11911 FREEDOM DRIVE SUITE 1080 RESTON VA 20190 0 0 1 0 Series C Non Convertible Preferred Stock 2011-10-17 4 P 0 9539 100.00 A 9539 D Series C Non Convertible Preferred Stock 2011-10-17 4 P 0 354 100.00 A 354 D Series C Non Convertible Preferred Stock 2011-10-17 4 P 0 107 100.00 A 107 D Series C Non Convertible Preferred Stock 9893 I See Footnote Series C Non Convertible Preferred Stock 10000 I See Footnote Series C Non Convertible Preferred Stock 10000 I See Footnote Series C Non Convertible Preferred Stock 9893 I See Footnote Series C Non Convertible Preferred Stock 9893 I See Footnote Warrant to Purchase Common Stock (Right to buy) 2.90 2011-10-17 4 A 0 257544 A Common Stock 257544 257544 D Warrant to Purchase Common Stock (Right to buy) 2.90 2011-10-17 4 A 0 9568 A Common Stock 9568 9568 D Warrant to Purchase Common Stock (Right to buy) 2.90 2011-10-17 4 A 0 2888 A Common Stock 2888 2888 D Warrant to Purchase Common Stock (Right to buy) Common Stock 267112 267112 I See Footnote Warrant to Purchase Common Stock (Right to buy) Common Stock 270000 270000 I See Footnote Warrant to Purchase Common Stock (Right to buy) Common Stock 270000 270000 I See Footnote Warrant to Purchase Common Stock (Right to buy) Common Stock 267112 267112 I See Footnote Warrant to Purchase Common Stock (Right to buy) Common Stock 267112 267112 I See Footnote On October 17, 2011, New Atlantic Venture Fund III, L.P, a Delaware limited partnership ("Fund III"), New Atlantic Entrepreneur Fund, L.P., a Delaware limited partnership ("Entrepreneur Fund") and NAV Managers Fund, LLC, a Delaware limited liability company ("Managers Fund") acquired, in the aggregate, 10,000 shares of Series C Non Convertible Preferred Stock ("Preferred Stock") of the Issuer in a directly negotiated transaction at an aggregate purchase price of $1,000,000. Fund III purchased 9,539 shares of Preferred Stock of the Issuer, Entrepreneur Fund purchased 354 shares of Preferred Stock of the Issuer and Managers Fund purchased 107 shares of Preferred Stock of the Issuer. Represents shares owned directly by Fund III. Represents shares owned directly by Entrepreneur Fund. Represents shares owned directly by Managers Fund. Represents shares of Preferred Stock held indirectly by New Atlantic Fund III, LLC (the "General Partner"), the General Partner of Fund III and Entrepreneur Fund. Represents 9539 shares of Preferred Stock held indirectly by Mr. Backus in Fund III, 354 shares of Preferred Stock held indirectly by Mr. John Backus in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Backus in Managers Fund. Represents 9539 shares of Preferred Stock held indirectly by Mr. Hixon in Fund III, 354 shares of Preferred Stock held indirectly by Mr. Todd Hixon in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Hixon in Managers Fund. Represents 9539 shares of Preferred Stock held indirectly by Mr. Johnson in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Scott Johnson in Entrepreneur Fund. Represents 9539 shares of Preferred Stock held indirectly by Mr. Delistathis in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Thanasis Delistathis in Entrepreneur Fund. In connection with the Preferred Stock Purchase, on October 17, 2011, Fund III received an immediately exercisable 5-year warrant to purchase 257,544 shares of Issuer's Common Stock, Entrepreneur Fund received a warrant to purchase 9,568 shares of Issuer's Common Stock and Managers Fund received a warrant to purchase 2,888 shares of Issuer's Common Stock (collectively, the "Warrants"). Each warrant is exercisable at a price of $2.90 per share. Represents Warrants owned directly by Fund III. Represents Warrants owned directly by Entrepreneur Fund. Represents Warrants owned directly by Managers Fund. Represents warrants owned indirectly by the General Partner. Represents warrants owned indirectly by Mr. Backus. Represents warrants owned indirectly by Mr. Hixon. Represents warrants owned indirectly by Mr. Johnson. Represents warrants owned indirectly by Mr. Delistathis. This is a joint filing by (i) Fund III, (ii) Managers Fund, an affiliate of Fund III which is member managed, (iii) Entrepreneur Fund, an affiliate of Fund III; (iv) New Atlantic Fund III, LLC which is the General Partner of Fund III and Entrepreneur Fund; (v) John C. Backus, a United States citizen ("Backus"), (vi) Todd L. Hixon ("Hixon"), a United States citizen, (vii) Scott M. Johnson ("Johnson"), a United States citizen and (viii) Thanasis Delistathis ("Delistathis"), a United States citizen. Messrs. Backus, Hixon, Johnson and Delistathis are the managing members of the General Partner. Mr. Hixon and Mr. Backus, as trustee of the John C. Backus, Jr. Irrevocable Trust, are members of Managers Fund. Messrs. Backus, Hixon, Johnson and Delistathis, share voting and investment control over all securities owned by Fund III, Entrepreneur Fund and the General Partner. The John C. Backus, Jr. Irrevocable Trust, John C. Backus, Trustee and Todd Hixon share voting and investment control over the securities owned by Managers Fund. Each of Messrs. Backus, Hixon, Johnson and Delistathis disclaim beneficial ownership of the shares held directly by Fund III, the General Partner and Entrepreneur Fund except to the extent of their pecuniary interest therein. Messrs. Backus and Hixon disclaim beneficial ownership of the shares held directly by Managers Fund, except to the extent of their pecuniary interest therein. The General Partner disclaims beneficial ownership of shares held directly by Fund III and Entrepreneur Fund except to the extent of its pecuniary interest therein. New Atlantic Venture Fund III, L.P., By: New Atlantic Fund III, LLC (General Partner),By: /s/ John C. Backus, Title: Managing Member 2011-10-26 NAV Managers Fund, LLC, By: /s/ Todd L. Hixon, Title: Member 2011-10-26 New Atlantic Entrepreneur Fund III, L.P., By: New Atlantic Fund III, LLC (General Partner), By: /s/ John C. Backus, Title: Managing Member 2011-10-26 New Atlantic Fund III, LLC, By: /s/ John C. Backus, Title: Managing Member 2011-10-26 /s/ John C. Backus 2011-10-26 /s/ Todd L. Hixon 2011-10-26 /s/ Scott M. Johnson 2011-10-26 /s/ Thanasis Delistathis 2011-10-26