Current Report Filing (8-k)
December 06 2016 - 5:24PM
Edgar (US Regulatory)
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):
November 30, 2016
HealthWarehouse.com, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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0-13117
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22-2413505
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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7107 Industrial Road
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Florence, Kentucky
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41042
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (800) 748-7001
________________________
(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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 DFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4
(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry Into A Material Definitive Agreement.
Healthwarehouse.com,
Inc. (the “Company”) is a party to a Loan and Security Agreement, dated as of March 28, 2013 (the “Loan Agreement”)
with Melrose Capital Advisors, LLC (the “Lender”). Under the terms of the Loan Agreement, the Company borrowed an aggregate
of $1,200,000 from the Lender (the “Loan”). The Loan is evidenced by a promissory note in the face amount of $1,200,000,
as amended (the “Senior Note”). The Senior Note bears interest on the unpaid principal balance until the full amount
of principal has been paid at a floating rate equal to the prime rate plus four and one-quarter percent (4.25%) per annum. Under
the terms of the Loan Agreement, the Company has agreed to make monthly payments of accrued interest on the first day of every
month. The principal amount and all unpaid accrued interest on the Senior Note was payable on November 30, 2016. The Loan may be
prepaid in whole or in part at any time by the Company without penalty.
The
Company granted the Lender a first priority security interest in all of the Company’s assets, in order to secure the Company’s
obligation to repay the Loan, including a Deposit Account Control Agreement, dated as of July 8, 2016, which grants the Lender
a security interest in certain bank accounts of the Company. The Loan Agreement contains customary negative covenants restricting
the Company’s ability to take certain actions without the Lender’s consent, including incurring additional indebtedness,
transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. Upon the
occurrence of an event of default, the Lender has the right to impose interest at a rate equal to eight percent (8.0%) per annum
above the otherwise applicable interest rate (the “Default Rate”). The repayment of the Loan may be accelerated prior
to the maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach
of representations and warranties.
On
November 30, 2016, the Company and the Lender entered into a Fourth Amendment to Amended and Restated Promissory Note, effective
November 30, 2016, pursuant to which the Lender agreed to extend the maturity date of the Senior Note from November 30, 2016 to
February 28, 2017.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The
following exhibit is included herewith.
Exhibit Number
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Description
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10.1
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Fourth Amendment to Amended and Restated Promissory Note dated November 30, 2016 by and between
HealthWarehouse.com, Inc., HWAREH.COM, Inc. and Hocks.com, Inc. and Melrose Capital Advisors, LLC
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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.
Date: December 6, 2016
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HEALTHWAREHOUSE.COM, INC.
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By:
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/s/ Jeffrey T. Holtmeier
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Jeffrey T. Holtmeier
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President and Chief Executive Officer
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