Delaware		0-13117		22-2413505
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

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

ITEM 1.01        Entry into a Material Definitive Agreement.

Healthwarehouse.com (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 $1,000,000 from the Lender (the "Loan").  The Loan is evidenced by a promissory note in the face amount of $1,000,000, 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 (7.75% as of June 29, 2016).  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 May31, 2016.  The Loan may be prepaid in whole or in part at any time by the Company without penalty.   The Senior Note contains financial covenants which require the Company to meet certain minimum targets for earnings before interest, taxes and non-cash expenses, including depreciation, amortization and stock-based compensation ("EBITDAS").

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 October 22, 2015, 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 five percent (5.0%) 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.

On June 29, 2016, the Company and the Lender entered into an Amendment to Amended and Restated Promissory Note, effective May31, 2016, pursuant to which the Lender agreed to extend the maturity date of the Senior Note from May 31, 2016 to August31, 2016.  As part of the extension, financial covenants were set which require the Company to meet certain minimum targets for EBITDAS for the calendar quarter ending on June 30, 2016. In addition, the Company is required to direct its credit card processor to direct the proceeds of its credit card receipts to a cash collateral account controlled by the Lender.

 

The following exhibit is included herewith.

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