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): February 14, 2011
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry Into A Material Definitive Agreement.
The
information set forth in Item 2.01 hereof is incorporated by reference in this
Item 1.01.
Item 2.02. Completion of
Acquisition or Disposition of Assets.
On
February 14, 2011, Hocks Acquisition Corporation (“Hocks Acquisition”), a newly
formed Ohio corporation and a wholly-owned subsidiary of HealthWarehouse.com,
Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Hocks Pharmacy Inc., an Ohio corporation (“Hocks
Pharmacy”), and it shareholders. Under the Asset Purchase Agreement,
on February 14, 2011 Hocks Acquisition purchased all of the inventory and fixed
assets (the “Purchased Assets”) owned by Hocks Pharmacy and used in the
operation of its internet pharmacy business (the “Internet
Business”). The Internet Business consists primarily of the internet
sale of over-the-counter health and medical products and
supplies. Hocks Acquisition paid $200,000 in cash to Hocks Pharmacy
for the Purchased Assets.
Also, on
February 14, 2011, the Company and Hocks Acquisition entered into a Merger
Agreement (the “Merger Agreement”) with Hocks Pharmacy and its shareholders and
Hocks.com Inc. (“Hocks.com”), a newly formed Ohio corporation and a wholly-owned
subsidiary of Hocks Pharmacy. Under the Merger Agreement, on February
14, 2011 Hocks Acquisition merged into Hocks.com and Hocks.com became a
wholly-owned subsidiary of the Company. At the time of the Merger,
Hocks.com owned all of the intangible assets of the Internet Business, including
trademarks, domain names, customer accounts and goodwill. The merger
consideration consisted of 166,667 shares of the Company’s common stock issued
to Hocks Pharmacy.
The
foregoing description of the Asset Purchase Agreement and Merger Agreement is
not intended to be complete and is qualified in its entirety by reference to the
full text of the Asset Purchase Agreement and Merger Agreement, which are filed
as Exhibits 2.1 and 2.2 hereto, and are incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity
Securities.
See Item
2.01, which is incorporated herein by reference. The 166,667 shares
of the Company’s common stock issued to Hock’s Pharmacy as the merger
consideration were issued without registration in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 and
corresponding provisions of state securities laws, which exempt transactions by
an issuer not involving a public offering.
On
December 10, 2010, the Company sold 15,873 shares of its Series B Preferred
Stock to two accredited investors at $9.45 per share, or an aggregate purchase
price of $150,000. In connection with the sale of the Series B
Preferred Shares, the Company also issued the two investors warrants to purchase
40,146 shares of the Company’s common stock at an exercise price of $3.00 per
share. Each warrant may be exercised in whole or in part and from
time to time for a term of five years from its grant date. The
issuance of the Series B Preferred Shares and the warrants was made without
registration in reliance on the exemptions from registration afforded by Section
4(2) and Rule 506 under the Securities Act of 1933 and corresponding provisions
of state securities laws, which exempt transactions by an issuer not involving
any public offering.
On
January 5, 2011, the holder of a convertible promissory note in the principal
amount of $200,000.00 converted the note at a conversion price of approximately
$1.52 per share and received a total of 132,118 shares of the Company’s common
stock. The issuance of the common stock upon conversion of the note
was made without registration in reliance on the exemptions from registration
afforded by Section 4(2)and Rule 506 under the Securities Act of 1933 and
corresponding provisions of state securities laws, which exempt transactions by
an issuer not involving any public offering.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this Report on Form 8-K must be
filed.
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(b)
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Pro-Forma
Financial Information.
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The
pro-forma financial statements required by Item 9.01(b) of Form 8-K will be
filed by amendment within 71 calendar days after the date this Report on Form
8-K must be filed.
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2.1
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Asset
Purchase Agreement dated February 14, 2011, among Hocks Acquisition
Corporation, and Hocks Pharmacy Inc. and its
shareholders.
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2.2
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Merger
Agreement dated February 14, 2011, among HealthWarehouse.com, Inc., Hocks
Acquisition Corporation, Hocks Pharmacy Inc. and its shareholders, and
Hocks.com Inc.
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99.1 Press
Release dated February 15, 2011.
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:
February 15, 2011
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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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