Attached files
| file | filename |
|---|---|
| EX-31.2 - HealthWarehouse.com, Inc. | v204228_ex31-2.htm |
| EX-31.1 - HealthWarehouse.com, Inc. | v204228_ex31-1.htm |
| EX-10.10 - HealthWarehouse.com, Inc. | v204228_ex10-10.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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x
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Fiscal Year Ended December 31, 2009
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from __________________
Commission
file number 0-13117
HEALTHWAREHOUSE.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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22-2413505
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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100
Commerce Boulevard, 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
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Class
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Name of each exchange on which
registered
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None
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None
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $.001 par value
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act. o
Yes x
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. o
Yes x
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). o
Yes o No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of
the Act. (Check one):
Large
accelerated filer o
Accelerated filer ¨
Non-accelerated filer o
Smaller reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
¨ No
x
The
aggregate market value of voting and nonvoting stock held by non-affiliates,
based on the closing price of the Common Stock, par value $0.001 (the “Common
Stock”) on June 30, 2009 of $0.165, as reported on the OTC Bulletin Board was
$11,236,247. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for any other
purpose.
There
were 197,965,731 shares of Common Stock outstanding as of April 7,
2010.
DOCUMENTS
INCORPORATED BY
REFERENCE: None
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of
Healthwarehouse.com, Inc. (the “Company”) for the year ended December 31, 2009
(the “Original Filing”), which was filed with the Securities and Exchange
Commission on April 15, 2010, is being filed to amend the Original Filing as
follows:
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(1)
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ITEM
13. Certain Relationships
and Related Transactions, and Director
Independence.
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The Fifth
paragraph of Item 13 is being amended in its entirety to read as follows to
correct the reference to the Sublessor under the Commercial Sublease Agreement
from “100 Commerce Boulevard LLC” to “Masters Healthcare LLC”:
“The
Company occupies approximately 16,000 square feet of office and storage space
under a Commercial Sublease Agreement with Masters Healthcare LLC, an entity
that is also controlled by Jason Smith. The sublease currently has a
monthly rental rate of $9,417, through March 2011, its expiration
date. The rent expense under the sublease for the years ended
December 31, 2009 and December 31, 2008 was $93,750 and $16,700,
respectively.”
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(2)
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ITEM
15. Exhibits, Financial
Statement Schedules is being revised to reflect the filing of
Exhibit 10.10.
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Except
for the amendments described above, this Form 10-K/A does not modify or update
other disclosures in, or exhibits to, the Original Filing.
2
PART
IV
Item 15. Exhibits, Financial
Statement Schedules .
(a)
Exhibits
:
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Exhibit
No.
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Description
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2.1
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Share
Exchange Agreement, dated May 14, 2009, between Clacendix, Inc. and
HealthWarehouse.com, Inc. (1)
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3.1
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Certificate
of Incorporation of the Company, as amended through December 31, 2005
(2)
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3.2
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Certificate
of Amendment of the Certificate of Incorporation of the Company, filed on
January 4, 2008 (3)
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3.3
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Certificate
of Amendment of the Certificate of Incorporation of the Company, filed on
July 14, 2008 (4)
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3.4
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Certificate
of Amendment of the Certificate of Incorporation of the Company, filed on
July 31, 2009 (5)
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3
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3.5
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By-Laws
of the Company (6)
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4.1
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Form
of Old HW Convertible Promissory Note (11)
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4.2
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Senior
Secured Promissory Note dated December 15, 2009 in the principal amount of
$515,000 payable by the Company to the order of HWH Lending, LLC
(7)
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4.3
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Warrant
to Purchase 6,250,000 Shares of the Common Stock of the Company, dated
December 15, 2009 and issued to HWH Lending, LLC (7)
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10.1
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1998
Stock Option Plan of the Company (6) +
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10.2
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2000
Stock Option Plan of the Company (2) +
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10.3
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2006
Stock Option Plan of the Company (2) +
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10.4
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Form
of Incentive Stock Option Agreement under 2006 Stock Option Plan of the
Company (8) +
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10.5
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Old
HW Convertible Promissory Note Subscription Agreement
(11)
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10.6
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Old
HW Convertible Promissory Note and Warrants to Purchase Common Stock
Subscription Agreement (11)
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10.7
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2009
Incentive Compensation Plan (9) +
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10.8
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Form
of Stock Option Agreements under 2009 Incentive Compensation Plan
(11)+
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10.9
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Loan
and Security Agreement dated December 15, 2009 among HealthWarehouse.com,
Inc. and Hwareh.com, Inc. as Borrowers, and HWH Lending LLC, as Lender
(7)
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10.10
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Commercial
Sublease Agreement between the Company and Masters Healthcare, LLC dated
effective April 1, 2008, as amended by a First Amendment dated effective
June 1, 2009*
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16.1
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Letter
of Clark, Schaefer, Hackett & Co.(10)
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21.1
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Subsidiaries
of the Registrant (11)
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23.1
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Consent
of Marcum LLP (11)
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23.2
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Consent
of Clark, Schaefer, Hackett & Co. (11)
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31.1
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Certification
of CEO Pursuant to Section 302 of the Sarbanes Oxley Act of
2002*
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4
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31.2
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Certification
of CFO Pursuant to Section 302 of the Sarbanes Oxley Act of
2002*
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32.1
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Certification
of CEO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
(12)
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32.2
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Certification
of CFO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
(12)
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*
Filed herewith.
+
Denotes Management Compensatory Plan or
Contract.
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(1)
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Incorporated by reference to the
Company’s Current Report on Form 8-K filed on May 15,
2009.
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(2)
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Incorporated by reference to the
Company’s Annual Report on Form 10-K SB filed on March 29,
2006.
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(3)
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Incorporated by reference to the
Company’s Annual Report on Form 10-K filed on March 27,
2009.
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(4)
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Incorporated by reference to the
Company’s Annual Report Amendment on Form 10-KA filed on May 14,
2009.
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(5)
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Incorporated by reference to the
Company’s Current Report on Form 8-K filed on August 6,
2009.
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(6)
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Incorporated by reference to the
Company’s Registration Statement on Form S-8 filed on April 22,
1999.
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(7)
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Incorporated by reference to the
Company’s Current Report on Form 8-K filed on December 17,
2009.
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(8)
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Incorporated by reference to the
Company’s Current Report on Form 8-K filed on November 14,
2006.
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(9)
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Incorporated by reference to the
Company’s Current Report Amendment on Form 8-KA filed on May 26,
2009.
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(10)
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Incorporated by reference to the
Company’s Current Report Amendment on Form 8-KA filed on August 17,
2009.
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(11)
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Incorporated by reference to the
Company’s Annual Report on Form 10-K filed on April 15,
2010.
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(12)
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Not required to be filed
herewith.
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5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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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Dated:
November 30, 2010
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HEALTHWAREHOUSE.COM,
INC.
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By:
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/s/ Lalit Dhadphale
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Lalit
Dhadphale
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President
and Chief Executive Officer
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(principal
executive officer)
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6