Attached files
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| EX-3.1 - HealthWarehouse.com, Inc. | v191108_ex3-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
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): July 16, 2010
HealthWarehouse.com,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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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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100
Commerce Boulevard
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Cincinnati, Ohio
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45140
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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: (513) 618-0911
________________________
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.03 Material
Modification to Rights of Security Holders.
See Item
5.03 below.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On
July 16, 2010, HealthWarehouse.com, Inc. (the “Company”) filed a Certificate of
Amendment to its Certificate of Incorporation with the Secretary of State of the
State of Delaware. The Certificate of Amendment effects a reverse
split or combination of the Company’s $0.001 par value common stock (the “Common
Stock”) of one (1) share for every twenty (20) shares outstanding. As
a result of the reverse split, every twenty (20) shares of Common Stock
outstanding before the reverse split (the “Old Shares”) will represent one share
of Common Stock after the reverse split (the “New Shares”), with any fractional
shares to be rounded up to the next whole share (the “Reverse
Split”). The Certificate of Amendment also reduced the number of
authorized shares of the Company’s Common Stock from 750,000,000 to
50,000,000. A more detailed description of the Reverse Split and the
reduction in the number of authorized shares of Common Stock is contained in the
Company’s Definitive Information Statement on Schedule 14C filed with the U.S.
Securities and Exchange Commission on June 22, 2010. The foregoing
description of the Certificate of Amendment is not intended to be complete and
is qualified in its entirety by reference to the full text of the Certificate of
Amendment filed as Exhibit 3.1 hereto.
The Reverse Split will become effective
for trading purposes on the OTC Bulletin Board once the Reverse Split has been
approved by the Financial Industry Regulatory Authority
(“FINRA”). The Company expects FINRA approval on or before July 30,
2010.
The Company also has outstanding stock
options, warrants and convertible notes pursuant to which shares of Common Stock
will be issued upon exercise or conversion (the “Convertible
Securities”). Under the terms of the applicable Convertible Security,
the number of shares subject to the Convertible Security will be proportionately
reduced by the Reverse Split ratio. In addition, the exercise or
conversion price of each outstanding Convertible Security will be
proportionately increased by the Reverse Split ratio.
The Company’s stockholders will be
notified that the Reverse Split has been effected. The Company’s
transfer agent, American Stock Transfer & Trust Company, LLC, will act as
exchange agent for purposes of implementing the exchange of stock
certificates. Holders of Old Shares will be asked to surrender
certificates representing Old Shares to the exchange agent in exchange for
certificates representing New Shares in accordance with the procedures to be set
forth in the letter of transmittal the Company sends to its
stockholders. No certificates for New Shares will be issued to any
stockholder until such stockholder has surrendered such stockholder’s
outstanding certificate(s) for Old Shares, together with the properly completed
and executed letter of transmittal, to the exchange agent. Any Old
Shares submitted for transfer, whether pursuant to a sale, disposition or
otherwise, will automatically be exchanged for New Shares.
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(b)
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Not
applicable.
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Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Certificate
of Amendment to the Company’s Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on July 16,
2010.
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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.
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Date: July
21, 2010
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HEALTHWAREHOUSE.COM,
INC.
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By: /s/ Lalit
Dhadphale
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Title:
President and
Chief Executive Officer
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