UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Amendment No. 6
HealthWarehouse.com, Inc.
(formerly Clacendix, Inc. / formerly Ion Networks, Inc. / formerly MicroFrame, Inc.)
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
46205P100
(CUSIP Number)
Jeffrey T. Holtmeier
Rx Investor Value Corporation
5027 Madison Road, Suite 200
Cincinnati, OH 45227
513.891.8914
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Rx Investor Value Corporation |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,100 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 1,100 | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* CO |
Page 3 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Jeffrey T. Holtmeier |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 19,900 |
| 8 |
SHARED VOTING POWER 21,000 | |
| 9 |
SOLE DISPOSITIVE POWER 19,900 | |
| 10 |
SHARED DISPOSITIVE POWER 21,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 4 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS GENext, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Ohio |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 19,900 |
| 8 |
SHARED VOTING POWER 21,000 | |
| 9 |
SOLE DISPOSITIVE POWER 19,900 | |
| 10 |
SHARED DISPOSITIVE POWER 21,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* OO |
Page 5 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Robert Smyjunas |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 225,300 |
| 8 |
SHARED VOTING POWER 226,400 | |
| 9 |
SOLE DISPOSITIVE POWER 225,300 | |
| 10 |
SHARED DISPOSITIVE POWER 226,400 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 6 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Stephen J. Weiss |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,020,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 1,020,000 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 7 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS SCW Holdings, LLP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Arizona |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,020,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 1,020,000 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* PN |
Page 8 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Mark Douglas Scott |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 4,480,861 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 4,480,861 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 9 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Cormag Holdings, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 4,480,861 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 4,480,861 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* CO |
Page 10 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Hong Penner |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 2,500,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 2,500,000 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 11 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Osgar Holdings, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 2,500,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 2,500,000 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* CO |
Page 12 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Bruce Bedrick |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 5,850,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 5,850,000 | |
| 10 | SHARED DISPOSITIVE POWER | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 13 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Lynn Peppel |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,147,755 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 1,147,755 | |
| 10 | SHARED DISPOSITIVE POWER |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 14 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Cape Bear Partners LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 1,121,468 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 1,121,468 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* OO |
Page 15 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Anthony W. Liberati |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 713,295 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 713,295 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 16 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS LFLP, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 713,295 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 713,295 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* PN |
Page 17 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Patrick Delaney |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 360,000 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER 360,000 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 18 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Brian Ross |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 19 of 21
CUSIP No. 46205P100
| 1 |
NAME OF REPORTING PERSONS Vincent Rinaldi |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,318,211 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0% |
| 14 |
TYPE OF REPORTING PERSON* IN |
Page 20 of 21
CUSIP No. 46205P100
Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the Schedule 13D (as amended by Amendment No. 1 filed on August 9, 2016, Amendment No. 2 filed on August 11, 2016, Amendment No. 3 filed on August 12, 2016, Amendment No. 4 filed on August 22, 2016, and Amendment No. 5 filed on August 24, the “Schedule 13D”) originally filed with the SEC on August 2, 2016 with respect to the shares of common stock, par value $0.001 per share, (the “Common Stock”) of HealthWarehouse.com, Inc. (the “Company” or “Issuer”) owned by the Reporting Persons identified therein. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Schedule 13D. Except as set forth below, all previous Items are unchanged.
Item 4. Purpose of the Transaction
Item 4 of Schedule 13D is amended by adding the following:
The following is added to the end of Item 4 of Schedule 13D:
On August 25, 2016 and August 24, 2016, RIVC issued the press releases attached hereto and incorporated herein by reference as Exhibit 99.8.
Item 5. Interest in Securities of the Issuer.
26,287 shares held by the individual retirement account of Lynn Peppel are now included in the shares she reports.
Item 7. Material to be Filed as Exhibits
| Exhibit 99.1. | Joint Filing Agreement (incorporated by reference to the Schedule 13D filed by the Reporting Persons on August 2, 2016). |
| Exhibit 99.2 | Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated June 27, 2016 (incorporated by reference to the Schedule 13D filed by the Reporting Persons on August 2, 2016). |
| Exhibit 99.3 | Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated July 25, 2016 (incorporated by reference to the Schedule 13D filed by the Reporting Persons on August 2, 2016). |
| Exhibit 99.4 | Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated August 5, 2016 (incorporated by reference to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on August 9, 2016). |
| Exhibit 99.5 | Letter from Rx Investor Value Corporation to HealthWarehouse.com, Inc., dated August 10, 2016 (incorporated by reference to the Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on August 11, 2016). |
| Exhibit 99.6 | Letter from RX Investor Value Corporation to HealthWarehouse.com, Inc. dated August 22, 2016 (incorporated by reference to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on August 22, 2016). |
| Exhibit 99.7 | Letter from RX Investor Value Corporation to HealthWarehouse.com, Inc. stockholders dated August 24, 2016 (incorporated by reference to the Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on August 24, 2016). |
| Exhibit 99.8 | Press Releases dated August 25, 2016 and August 24, 2016 |
Page 21 of 21
CUSIP No. 46205P100
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 25, 2016 | ||
|
RX INVESTOR VALUE CORPORATION | ||
| By: /s/ Jeffrey T. Holtmeier | ||
| Jeffrey T. Holtmeier | ||
| President |
Exhibit 99.8
Rx Investor Value Corporation
| Contact | |
| Michael R. Levin | |
| 847.830.1479 | |
| m.levin@comcast.net |
Rx Investor
Value Corporation Receives Another Third-
Party Endorsement in Board Solicitation
Glass Lewis Joins ISS in Also Endorsing
Stockholder-Driven Efforts to
Transform HealthWarehouse.com, Inc.
Urges Stockholders to Support RIVC on BLUE
proxy card; urges
stockholders to NOT support current board members
CINCINNATI – (August 25, 2016) – Glass, Lewis & Co., the respected independent investor research firm, today recommends its clients support the efforts of independent shareholders in HealthWarehouse.com, Inc. (OTCQB: HEWA) to transform HEWA and restructure its Board of Directors. They join Institutional Shareholder Services, Inc. in supporting shareholder efforts to turn around HEWA.
Healthwarehouse.com is a retail mail-order pharmacy and healthcare e-commerce company that sells prescription and over-the-counter drugs online.
In its report to clients, Glass, Lewis writes that Rx Investor Value Corporation (RIVC), a group of independent HEWA investors representing 36 percent HEWA’s outstanding common stock, “made a convincing case for there to be at least some sort of shakeup on the Company’s board.”
Specifically, Glass, Lewis recommends clients vote “For” Brian Ross on the RIVC BLUE proxy card, and DO NOT VOTE for the HEWA Board of Directors Nominees on the white proxy card.
According to Glass, Lewis, “At this point, there should be little, if any, doubt that the Company’s current board and management team have overseen an extended period of significant deterioration to shareholder value.”
Glass, Lewis highlights “the Company’s long-term underperformance may have contributed at least in some part to the significant percentage of withhold votes cast by shareholders…” At the 2015 annual shareholder meeting, two directors received more than a 60% withhold vote, while the chairman and CEO, Lalit Dhadphale, received over a 36% withhold vote. Glass, Lewis continues, “…it’s extremely unusual to see incumbent directors…receiving such a high percentage of withhold votes in an uncontested director election, much less a majority of votes withheld from their election.” Furthermore, “[Glass Lewis] believe[s] that the onus was on the board to address the no-confidence vote by shareholders. Instead…the board has failed to take timely and meaningful constructive steps (e.g., reconstituting the board and/or making significant corporate governance reforms) to address shareholders’ concerns.”
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Rx Investor Value Corporation
Glass, Lewis notes serious corporate governance problems, including material weakness in internal financial controls, Audit Committee deficiencies, and Board of Director conflicts.
Glass Lewis concludes incumbent directors “have overseen an extended period of shareholder value destruction. Further, two of the [incumbent directors] received more than a 50% withhold vote at last year’s annual meeting, yet the Company took no meaningful steps to constructively address that vote outcome.” Glass Lewis recommends HEWA shareholders “DO NOT VOTE” for the incumbent directors on the WHITE proxy card.
"That Glass Lewis also agrees with our assessment of the dire situation at HEWA further affirms our efforts to transform our company,” said Jeff Holtmeier, a shareholder in HEWA, one of the co-founders and officers of RIVC, and a director nominee. “Combined with the support from ISS, we now have two independent confirmations that our ideas and team are needed to turn around our company."
For further information about RVIC and the shareholder director nominees, please go to www.rxinvestors.com. If you have any questions or require any assistance with providing your proxy or any other matters, please contact Okapi Partners LLC, our proxy advisor, at (877) 259-6290.
RX INVESTOR VALUE CORPORATION (“RIVC”) HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF HEALTHWAREHOUSE.COM, INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2016 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY RIVC, MARK SCOTT, JEFFREY HOLTMEIER, BRIAN ROSS, MICHAEL PEPPEL AND DR. STEPHEN WEISS AND RELATED PARTICIPANTS IN THE SOLICITATION (COLLECTIVELY, THE "PARTICIPANTS") BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD ARE BEING FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS, RIVC’S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING OKAPI TOLL-FREE AT 877-259-6290.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE SCHEDULE 14A FILED BY RIVC WITH THE SEC. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE. MARK SCOTT OWNS 4,480,861 SHARES OF THE COMPANY. RIVC OWNS 1,100 SHARES OF THE COMPANY. BRIAN ROSS OWNS 0 SHARES OF THE COMPANY. MICHAEL PEPPEL OWNS 0 SHARES OF THE COMPANY. JEFFREY HOLTMEIER OWNS 19,900 SHARES OF THE COMPANY. DR. STEPHEN WEISS OWNS 1,020,000 SHARES OF THE COMPANY.
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Rx Investor Value Corporation
| Contact |
| Michael R. Levin |
| 847.830.1479 |
| m.levin@comcast.net |
FOR IMMEDIATE RELEASE
ISS Endorses Shareholder Efforts to Transform HealthWarehouse.com, Inc.
Urges Shareholders to Support New Board Nominees on BLUE proxy card
CINCINNATI – (August 24, 2016) – Institutional Shareholder Services, Inc., the respected independent investor research firm, today recommended its clients support the efforts of independent shareholders in HealthWarehouse.com, Inc. (NASDAQ: HEWA) to transform HEWA and restructure its Board of Directors.
Healthwarehouse.com is a retail mail-order pharmacy and healthcare e-commerce company that sells prescription and over-the-counter drugs online.
In its report to clients, ISS wrote that Rx Investor Value Corporation (RIVC), a group of independent HEWA investors representing 40 percent HEWA’s outstanding common stock, “made a compelling case that change at the board level is necessary.”
Specifically, ISS recommended clients vote “For” Jeff Holtmeier and Brian Ross on the RIVC BLUE proxy card, and do not vote for the HEWA Board of Directors Nominees on the white proxy card.
In its report, ISS wrote that Holtmeier and Ross “appear best suited to provide the best oversight and management experience to address the litany of issues the company faces.”
The ISS report listed several issues that have raised concerns regarding the current board's oversight, including its lack of a formal nominating committee, ineffective internal control over financial reporting since 2009, and failure to acknowledge the majority opposition to two director nominees at the 2016 annual meeting.
ISS based its recommendations in a written report that included the following:
| · | Shares of HEWA have performed poorly over the last several years. |
| · | The company’s total shareholder return, or TST, is “abysmal.” |
| · | “[While] the company reported positive operating cash flows in the second quarter of 2016…it remains to be seen if these trends are sustainable, as the company has a history of encountering cash flow constraints, inhibiting its profitability and ultimately its growth.” |
ISS said there is “clear evidence of insufficient oversight at the board and managerial level,” including in the numerous transactions with officers, directors, and affiliated insiders “right before the record date of the annual meeting.”
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Rx Investor Value Corporation
ISS concluded “it appears that the board is lacking independent leadership and that these transactions in aggregate entrench the current board and management team at the expense of shareholders.”
"We are gratified that ISS supports our efforts to transform our company,” said Jeff Holtmeier, a shareholder in HEWA, one of the co-founders and officers of RIVC, and a director nominee. “We have worked very hard on behalf of all shareholders to put together a superb group of director candidates, and think investors will agree that this gives all shareholders the best shot at creating a powerhouse online pharmacy business."
For further information about RVIC and the shareholder director nominees, please go to www.rxinvestors.com. If you have any questions or require any assistance with providing your proxy or any other matters, please contact Okapi Partners LLC, our proxy advisor, at (877) 259-6290.
RX INVESTOR VALUE CORPORATION (“RIVC”) HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF HEALTHWAREHOUSE.COM, INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2016 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY RIVC, MARK SCOTT, JEFFREY HOLTMEIER, BRIAN ROSS, MICHAEL PEPPEL AND DR. STEPHEN WEISS AND RELATED PARTICIPANTS IN THE SOLICITATION (COLLECTIVELY, THE "PARTICIPANTS") BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD ARE BEING FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS, RIVC’S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING OKAPI TOLL-FREE AT 877-259-6290.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE SCHEDULE 14A FILED BY RIVC WITH THE SEC. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE. MARK SCOTT OWNS 4,480,861 SHARES OF THE COMPANY. RIVC OWNS 1,100 SHARES OF THE COMPANY. BRIAN ROSS OWNS 0 SHARES OF THE COMPANY. MICHAEL PEPPEL OWNS 0 SHARES OF THE COMPANY. JEFFREY HOLTMEIER OWNS 19,900 SHARES OF THE COMPANY. DR. STEPHEN WEISS OWNS 1,020,000 SHARES OF THE COMPANY.
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