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 30, 2017

 

HEALTHWAREHOUSE.COM, INC.

(Exact name of registrant as specified in charter)

 

 

 

 

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):

 

 

 

 

 

  

 

Item 1.01     Entry Into A Material Definitive Agreement.

Healthwarehouse.com, Inc. (the "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.

 

The Company granted the Lender a first priority security interest in all of the Company's assets, in order to secure the Company's obligation to repay the Loan, including a Deposit Account Control Agreement, dated as of July 8, 2016, which grants the Lender a security interest in certain bank accounts of the Company. The Loan Agreement contains customary negative covenants restricting the Company's ability to take certain actions without the Lender's consent, including incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. Upon the occurrence of an event of default, the Lender has the right to impose interest at a rate equal to eight percent (8.0%) per annum above the otherwise applicable interest rate (the "Default Rate"). The repayment of the Loan may be accelerated prior to the maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach of representations and warranties.

 

The Company and the Lender entered into a Sixth Amendment to Amended and Restated Promissory Note, effective March 30, 2017, pursuant to which the Lender agreed to extend the maturity date of the Senior Note from March 30, 2017 to April 7, 2017.

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

Effective 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.

 

Item 9.01     Financial Statements and Exhibits.

 

(d)       Exhibits

 

The following exhibits are included herewith.

 

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.