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