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): ~~March~~April 307, 2017

HEALTHWAREHOUSE.COM, INC.

(Exact name of registrant as specified in charter)


Delaware	000-13117	22-2413505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


7107 Industrial Road Florence, Kentucky		41042
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 748-7001

Not Applicable

(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 (see General Instruction A.2. below):

☐	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 CFR 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.

~~Healthwarehouse.com,~~Kapok ~~Inc.~~Ventures ~~(the~~Refinancing ~~"Company") is a party to a Loan and Security Agreement, dated as~~ of March 28, 2013 (the "Loan Agreement") with Melrose Capital Advisors, LLC (the "Lender"). Under the terms of the Loan Agreement, the Company borrowed an aggregate of $1,200,000 from the Lender (the "Loan"). The Loan is evidenced by a promissory note in the face amount of $1,200,000, as amended (the "Senior Note"). The Senior Note bears interest on the unpaid principal balance until the full amount of principal has been paid at a floating rate equal to the prime rate plus four and one-quarter percent (4.25%) per annum. Under the terms of the Loan Agreement, the Company has agreed to make monthly payments of accrued interest on the first day of every month. The principal amount and all unpaid accrued interest on the Senior Note was payable on March 30, 2017. The Loan may be prepaid in whole or in part at any time by the Company without penalty.Debt

~~The~~Effective ~~Company~~April ~~granted~~7, ~~the~~2017 ~~Lender~~Healthwarehouse.com, Inc., a ~~first~~Delaware ~~priority~~corporation ~~security~~(the ~~interest~~"Company"), inand ~~all~~its ofsubsidiaries ~~the Company's assets~~HWAREH.COM, inInc. ~~order~~and toHocks.com, ~~secure~~Inc., ~~the~~executed ~~Company's~~a ~~obligation~~Promissory toNote ~~repay~~ (the ~~Loan,~~"Kapok ~~including~~Promissory Note") and a ~~Deposit~~Security ~~Account Control~~ Agreement, ~~dated~~(the as"Kapok ofSecurity ~~July~~Agreement") 8(collectively, ~~2016, which grants~~ the ~~Lender~~Kapok aPromissory ~~security~~Note ~~interest~~and inthe ~~certain~~Kapok ~~bank~~Security ~~accounts~~Agreement, of the ~~Company.~~"Kapok ~~The~~ Loan ~~Agreement~~Agreements") ~~contains~~with ~~customary~~Kapok ~~negative~~Ventures ~~covenants~~Limited, ~~restricting~~a ~~the~~British ~~Company's~~Columbia ~~ability~~corporation to("Kapok"). ~~take~~Under ~~certain~~the ~~actions~~terms ~~without~~of the ~~Lender's~~Kapok ~~consent~~Promissory Note, ~~including~~the ~~incurring~~Company ~~additional~~borrowed ~~indebtedness,~~an ~~transferring~~aggregate orof ~~encumbering assets~~$1,000,000 ~~paying~~from ~~dividends~~Kapok or(the ~~making~~"Kapok ~~certain~~Loan"). ~~other~~The ~~payments,~~Kapok ~~and~~Promissory ~~acquiring~~Note ~~other~~bears ~~businesses.~~interest ~~Upon~~on the ~~occurrence~~unpaid ofprincipal anbalance ~~event~~until ~~of default,~~ the ~~Lender~~full ~~has~~amount ~~the~~of ~~right~~principal tohas ~~impose~~been ~~interest~~paid at a variable rate equal to ~~eight~~the prime rate plus four and one-quarter percent (84.025%) per annum. ~~above~~Under the ~~otherwise~~terms ~~applicable~~of ~~interest~~the ~~rate~~Kapok ~~(the~~Promissory ~~"Default~~Note, ~~Rate").~~the ~~The~~Company ~~repayment~~has ofagreed ~~the~~to ~~Loan~~make ~~may~~monthly bepayments ~~accelerated~~of ~~prior~~accrued tointerest on the ~~maturity~~first ~~date~~day ~~upon~~of ~~certain~~every ~~specified~~month. ~~events~~The ofprincipal ~~default,~~amount ~~including~~and ~~failure~~all tounpaid ~~pay,~~accrued ~~bankruptcy,~~interest ~~breach~~on ofthe ~~covenant,~~Kapok ~~and~~Promissory ~~breach~~Note ofis ~~representations~~payable ~~and~~on ~~warranties~~March 31, 2018.

~~The~~Pursuant ~~Company~~to ~~and~~the Kapok Security Agreement, the ~~Lender~~Company ~~entered~~granted ~~into~~Kapok a ~~Sixth~~first ~~Amendment~~priority security interest in all of the Company's assets, in order to ~~Amended~~secure ~~and~~the ~~Restated~~Company's obligation to repay the Kapok Promissory Note. The Kapok Loan Agreements contain customary negative covenants restricting the Company's ability to take certain actions without Kapok's consent, ~~effective~~including ~~March~~incurring 30additional indebtedness, ~~2017~~transferring or encumbering assets, ~~pursuant~~paying todividends ~~which~~or ~~the~~making ~~Lender~~certain ~~agreed~~other topayments, ~~extend~~and ~~the~~acquiring ~~maturity~~other ~~date~~businesses. The repayment of the ~~Senior~~Kapok Promissory Note ~~from~~may ~~March~~be 30accelerated prior to the maturity date upon certain specified events of default, ~~2017~~including failure to ~~April~~pay, 7bankruptcy, ~~2017~~breach of covenant, and breach of representations and warranties.

~~The~~Issuance ~~foregoing description~~ of ~~the~~Shares ~~Sixth Amendment is qualified in its entirety by reference to the full text~~ of ~~the~~Common ~~Sixth Amendment which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.~~Stock

~~Item~~Effective April 57, 2017 the Company entered into Subscription Agreements (the "Subscription Agreements") with three affiliated accredited investors, namely Joseph Heimbrock, Cormag Holdings, Ltd.02 ~~Departure~~and Osgar Holdings Ltd. (collectively, the "Investors") and sold shares of the Company's Common Stock, par value $0.001 per share, to the Investors in a non-public offering under Section 4(2) and Rule 506 of Regulation D under the Securities Act of 1933, as amended. Through MVI Partners, LLC, Mr. Heimbrock holds approximately 97% of the Company's outstanding shares of Series B Preferred Stock and Mr. Heimbrock is a member of the Company's Board of Directors. orCormag ~~Certain~~Holdings ~~Officers;~~is ~~Election~~owned by Mark D. Scott, the Company's Chairman of the Board of Directors; ~~Appointment~~and beneficially owns approximately 11.9% of ~~Certain~~the ~~Officers;~~Company's ~~Compensatory~~outstanding ~~Arrangement~~shares of ~~Certain~~Common ~~Officers~~Stock after giving effect to the subscription. Osgar Holdings is the beneficial owner of approximately 6.6% of the Company's outstanding shares of Common Stock after giving effect to the subscription. Hong Penner is the President and sole shareholder of Osgar Holdings and she and her husband Brent Penner have loaned Kapok $250,000 for purposes of financing the Kapok Loan Agreements. Under the terms of the Subscription Agreements, the Company sold a total of 1,875,000 shares of Common Stock to the Investors at $0.16 per share for an aggregate price of $300,000. In connection with the Subscription Agreements, MVI Partners, LLC and the other holders of the Company's Series B Preferred Stock executed a Waiver of Rights of First Refusal.

~~Effective~~Use ~~March 31, 2017 the Board~~ of Directors received and accepted the resignation of John Pauly, as the Chief Operating Officer and interim President and Chief Executive Officer of the Company. The Board is in the process of identifying a successor President and Chief Executive Officer.Proceeds

The proceeds from the Kapok Promissory Note and Subscription Agreements were used to repay in full the indebtedness owing to Steven Deixler under a promissory note in the principal amount of $100,000 and to Melrose Capital Advisors, LLC ("Melrose") under a Loan and Security Agreement, dated as of March 28, 2013 (the "Melrose Loan Agreement"). Under the terms of the Melrose Loan Agreement, the Company borrowed an aggregate of $1,200,000 from Melrose (the "Melrose Loan"). The Melrose Loan is evidenced by a promissory note in the face amount of $1,200,000, as amended (the "Melrose Senior Note"). The Melrose Senior Note bears interest on the unpaid principal balance until the full amount of principal has been paid at a floating rate equal to the prime rate plus four and one-quarter percent (4.25%) per annum. Under the terms of the Melrose Loan Agreement, the Company had agreed to make monthly payments of accrued interest on the first day of every month.

A special committee of the Company's Board of Directors approved the terms of the Kapok Loan Agreements and Subscription Agreements.

The foregoing description of the Kapok Loan Agreements and the Subscription Agreements is not intended to be complete and is qualified in its entirety by reference to the full text of the Kapok Promissory Note, Kapok Security Agreement, and Form of Subscription Agreement which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01, which is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

See Item 1.01, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included herewith.

Exhibit Number		Description
10.1		~~Sixth Amendment to Amended and Restated~~ Promissory Note dated ~~March~~April 307, 2017 executed by ~~and between HealthWarehouse~~Healthwarehouse.com, Inc., HWAREH.COM, Inc. and Hocks.com, Inc. ~~and~~in ~~Melrose~~favor ~~Capital~~of ~~Advisors,~~Kapok ~~LLC~~Ventures Limited
10.2		Security Agreement dated April 7, 2017 executed by Healthwarehouse.com, Inc., HWAREH.COM, Inc. and Hocks.com, Inc. in favor of Kapok Ventures Limited
10.3		Form of Subscription Agreement for Common Stock

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 hereunto duly authorized.

		HEALTHWAREHOUSE.COM, INC.
Date: April 4, 2017		By: /s/ Mark D. Scott Mark D. Scott
Date: April 10, 2017		By: /s/ Mark D. Scott Mark D. Scott
		Chairman of the Board and Interim CEO and President
		Chairman of the Board

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