UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment No. _)1
| HealthWarehouse.com, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 Par Value Per Share |
| (Title of Class of Securities) |
| 42227 G202 |
| (CUSIP Number) |
| March 15, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
1 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 the disclosures provided in a prior cover page.
The information required in 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 to Schedule 13G).
| Page 1 of 7 Pages |
| CUSIP NO. 43689E 10 7 | 13G | Page 2 of 7 Pages |
| 1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wayne Corona
| |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
| 3. | SEC USE ONLY | |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
2,723,128 |
| 6. |
SHARED VOTING POWER
0 | |
| 7. |
SOLE DISPOSITIVE POWER
2,723,128 | |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,723,128 |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4% |
| 12. |
TYPE OF REPORTING PERSON
IN |
| CUSIP NO. 43689E 10 7 | 13G | Page 3 of 7 Pages |
| 1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MKW Partners, LLC
| |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
| 3. | SEC USE ONLY | |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
33,032 |
| 6. |
SHARED VOTING POWER
0 | |
| 7. |
SOLE DISPOSITIVE POWER
33,032 | |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,032 |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% |
| 12. |
TYPE OF REPORTING PERSON
CO |
| CUSIP NO. 43689E 10 7 | 13G | Page 4 of 7 Pages |
| Item 1(a). | Name of Issuer: |
HealthWarehouse.com, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
7107 Industrial Road
Florence, Kentucky 41042
| Item 2(a). | Name of Person Filing: |
This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (a) Wayne Corona and (b) MKW Partners, LLC (“MKW Partners”), both of whom are collectively referred to herein as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address for each of the Reporting Persons is 2334 Villandry Court, Henderson, Nevada 89074
| Item 2(c). | Citizenship: |
Mr. Corona is a Nevada resident, and MKW Partners, LLC is incorporated under Nevada law.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share
| Item 2(e). | CUSIP Number: |
42227 G202
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is: |
This statement is filed pursuant to Rules 13d-1(c) and 13d-1(k).
| CUSIP NO. 43689E 10 7 | 13G | Page 5 of 7 Pages |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
2,756,170 (a)
| (b) | Percent of class: 10.6% (based on 26,050,960 shares of common stock issued and outstanding as of July 1, 2013) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote 2,756,170 (a) |
| (ii) | Shared power to vote or to direct the vote 0 |
| (iii) | Sole power to dispose or to direct the disposition of 2,756,170 (a) |
| (iv) | Shared power to dispose or to direct the disposition of 0 |
| (a) | While Mr. Corona has sole voting and dispositive power with respect to the shares held by MKW Partners in his capacity as the managing member of MKW Partners, Mr. Corona expressly disclaims any beneficial ownership of such shares as he has no pecuniary interest in such shares. Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. |
The Date of Event Which Requires Filing of This Statement on page 1 is the date the Reporting Persons acquired beneficial ownership of more than 5% of the Issuer’s common stock. On March 15, 2013, Mr. Corona entered into a conversion agreement with the Issuer pursuant to which Mr. Corona converted $773,000 owed to him individually by the Issuer, which amount represented principal and interest owed by the Issuer under a promissory note plus certain working capital advances, into 773,000 units. Each unit consisted of one share of common stock of the Issuer plus 2.75 warrants to purchase shares of common stock of the Issuer at a price of $0.25 per share, for an aggregate of 2,125,750 warrants. As a result of this debt conversion, Mr. Corona was deemed to beneficially own in his individual capacity 3,030,317 shares of common stock of the Issuer, representing 15.6% of the then outstanding common stock as adjusted for Mr. Corona’s warrants. On March 18, 2013, Mr. Corona exercised all of his warrants in a cashless transaction, pursuant to which he received 1,818,561 shares of common stock upon such exercise, resulting in Mr. Corona beneficially owning in his individual capacity 2,723,128 shares or 11.8% of the Issuer’s then outstanding common stock. As a result of additional stock issuances by the Issuer subsequent to March 18, 2013, Mr. Corona’s percentage ownership in his individual capacity has declined to 10.5% as of July 1, 2013.
| CUSIP NO. 43689E 10 7 | 13G | Page 6 of 7 Pages |
MKW Partners has owned 33,032 shares of the Issuer’s common stock since before March 15, 2013. Such ownership represented 0.2% of the Issuer’s outstanding common stock as of March 15, 2013 and 0.1% of the Issuer’s outstanding common stock as of both March 18, 2013 and July 1, 2013.
The number of securities beneficially owned as shown above in this Item 4 represents the current aggregate ownership of the Reporting Persons following the conversion of Mr. Corona’s notes on March 15, 2013 and the exercise of Mr. Corona’s warrants on March 18, 2013.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable since the Reporting Persons own more than 5% of the class.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Exhibit 99.1 filed herewith identifies each member of the group filing this statement and, pursuant to Rule 13d-1(k)(1)(iii) of the Exchange Act, includes the written agreement of the Reporting Persons that this statement is filed on behalf of each of them.
| Item 9. | Notice of Dissolution of Group. |
Not applicable since no group has been dissolved.
| CUSIP NO. 43689E 10 7 | 13G | Page 7 of 7 Pages |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| July 26, 2013 | By: | /s/ Wayne Corona |
| Wayne Corona, individually | ||
| July 26, 2013 | By: | /s/ Wayne Corona |
| Wayne Corona, as Managing Member of MKW | ||
| Partners, LLC |