Filing Details

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. 4

(Name of Issuer)

Jeffrey T. Holtmeier

Rx Investor Value Corporation

5027 Madison Road, Suite 200

Cincinnati, OH 45227

(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).

This Amendment No. 4 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, and Amendment No. 3 filed on August 12, 2016 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.

The following is added to the end of Item 4 of Schedule 13D:

On August 22, 2016, RIVC sent a letter (the "August 22 Letter") to the Issuer supplementing its August 5, 2016 letter (the "August 5 Letter") in which it demanded to inspect certain books and records of the Issuer. The August 22 Letter is attached hereto and incorporated herein by reference as Exhibit 99.6.

The August 22 Letter follows up on RIVC's investigation into unusual transactions of the Company which materially increased the number of shares which could be voted by Company insiders at the 2016 Annual Meeting. As stated in its August 5 Letter, RIVC believes the share issuances described above, in addition to fitting a long-standing pattern and practice of stock-holder unfriendly actions, also represent an attempt to further entrench the existing members of the Board and may constitute a breach of the directors' fiduciary duties under Delaware law absent a "compelling justification" for an apparent manipulation of the stockholder franchise under the Schnell and Blasius line of precedents. Further, as disclosed in the Company's annual report on Form 10-K, the Company has previously settled out trade payables for less than full value, and recognized resulting gain in its financial statements. The August 22 Letter also states that RIVC is investigating whether through this highly unusual transaction, completely uncoupled from any concurrent balance sheet recapitalization, Dellave, an affiliate of Tim Reilley and Melrose Capital Advisors, LLC, the Company's senior lender, was granted the opportunity to personally profit at the Company's and stockholders' expense by having shares issued to it at full value of the trade payables, yet retaining the benefit of any discounted settlement of the trade payables.

The August 22 Letter also describes RIVC's investigation into whether Dellave was granted the opportunity to personally profit at the Company's and stockholders' expense by having Company shares issued to it at full value of certain trade payables, yet retaining the benefit of any discounted settlement of the trade payables.  As the relevant agreement attached to the Company's Form 8-K suggests that the Company has admitted its current liabilities exceed its assets, RIVC also is investigating whether such transaction impermissibly favors one creditor over other Company constituents in such situation, including in this case the current stockholders.  RIVC is investigating whether, if so, such transaction constitutes corporate waste, an impermissible conflict of interest, and/or a breach by all or some of the directors of their fiduciary duty owed to the Company and its stockholders. Also, on August 18, 2016 the Executrix representing the Estate of Wayne Corona informed RIVC that it is withdrawing from the Schedule 13D group and no longer wishes to be a reporting person in the group's SEC filings.