Filing Details
- Accession Number:
- 0001682148-16-000001
- Form Type:
- 13D Filing
- Publication Date:
- 2016-08-15 17:04:24
- Filed By:
- Reilly Timothy E
- Company:
- Healthwarehouse.com Inc. (OTCMKTS:HEWA)
- Filing Date:
- 2016-08-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Timothy E. Reilly | 4,097,457 | 4,097,457 | 4,097,457 | 9.72% |
Filing
10622618v1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* HealthWarehouse.com, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 42227G02 (CUSIP Number) Timothy E. Reilly 1085 Gulf of Mexico Drive #602 Longboat Key, Florida 34228 (513) 703-5168 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 28, 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 10622618v1 CUSIP No. 42227G02 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Timothy E. Reilly 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) _ (b) _ 3. SEC Use Only 4. Source of Funds (See Instructions) PF-OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 4,097,457 8. Shared Voting Power None 9. Sole Dispositive Power 4,097,457 10. Shared Dispositive Power None 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,097,457 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) _ 13. Percent of Class Represented by Amount in Row (11) 9.72 % 14. Type of Reporting Person (See Instructions) IN 10622618v1 Item 1. Security and Issuer. The class of equity securities to which this statement on Schedule 13D (this "Statement") relates are the shares of common stock, $0.001 par value per share (the "Common Shares"), of HealthWarehouse.com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 7107 Industrial Road, Florence, Kentucky 41042. Item 2. Identity and Background. The name of the person filing this Statement is Timothy E. Reilly, who is a citizen of the United States of America. Timothy E. Reilly holds shares of common stock directly and also owns shares of common stock through the following single-member Ohio limited liability companies: Melrose Capital Advisors, LLC and Dellave Holdings LLC. Timothy E. Reilly is sometimes referred to as the "Reporting Person." Timothy E. Reilly has his personal residence at 1085 Gulf of Mexico Drive #602, Longboat Key, Florida 34228. The Reporting Person's principal business is the managing member of the aforementioned limited liability companies, which are in principal business of personal investments and lending investment capital. During the last five years, the Reporting Persons has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On July 28, 2016, the Company entered into and consummated the transactions contemplated by an Exchange Agreement (the "Exchange Agreement") with Dellave Holdings LLC. Pursuant to the Exchange Agreement, Dellave Holdings LLC acquired 2,523,528 Common Shares in exchange for the extinguishment of certain accounts payable owed by the Company to Dellave Holdings LLC in the amount of $698,592.61. The Reporting Person acquired the additional Common Shares referenced in Item 5 below via personal funds prior to the filing of this Statement. The foregoing description of the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, which are filed as Exhibit 7.1 hereto, and is incorporated herein by reference. Item 4. Purpose of Transaction. The Reporting Persons acquired the 4,097,457 Common Shares for investment purposes only with the goal of realizing the maximum value of such Common Shares. Except as set forth in this Statement, the Reporting Person does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, 10622618v1 or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, as amended; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Securities Act"); or (j) any action similar to any of those enumerated above. The Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. Item 5. Interests in the Securities of the Purchaser. As of the date hereof, Timothy E. Reilly owns 4,097,457 Common Shares representing 9.72% of the issued and outstanding Common Shares. The calculations in this Statement are based upon 42,160,786 Common Shares issued and outstanding as of August 5, 2016 (based upon the disclosure made by the Company in its Form 10-Q for the quarter ended June 30, 2016). The Reporting Person's ownership consists of (i) 97,000 Common Shares attributable to Timothy E. Reilly's IRA account, (ii) 1,173,103 Common Shares attributable to Timothy E. Reilly's CMA account, (iii) 573,826 Common Shares owned by Melrose Capital Advisors, LLC in which Timothy E. Reilly is the sole member, and (iv) 2,523,528 Common Shares owned by Dellave Holdings LLC in which 10622618v1 Timothy E. Reilly is the sole member. Pursuant to an Exchange Agreement, dated July 28, 2016, Dellave Holdings LLC acquired 2,523,528 Common Shares, at a per share price of $0.31, in exchange for the extinguishment of certain accounts payable in the amount of $698,592.61. No other transactions in the Common Shares have been effected by the Reporting Person in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Exchange Agreement, which provided for the issuance of 2,253,528 Common Shares to the Reporting Person is described in Item 3 of this Statement above. The foregoing description of the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 7.1, and is incorporated herein by reference. Except as set forth in this Statement, there are no contacts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any of the securities of the Company, including but not limited to, transfer or voting or any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 7.1 Exchange Agreement, dated as of July 28, 2016, by and among the Company and Dellave Holdings LLC. SIGNATURES 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 11, 2016 By: /s/ Timothy E. Reilly Timothy E. Reilly 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.