Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | HealthWarehouse.com, Inc. | |
Entity Central Index Key | 754,813 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,693,404 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 24,866 | $ 11,217 |
Restricted cash | 115,088 | 145,088 |
Accounts receivable, net of allowance of $47,143 as of March 31, 2016 and December 31, 2015 | 64,521 | 51,627 |
Inventories - finished goods, net | 241,642 | 182,647 |
Prepaid expenses and other current assets | 85,423 | 81,718 |
Total current assets | 531,540 | 472,297 |
Property and equipment, net of accumulated depreciation of $827,528 and $801,270 as of March 31, 2016 and December 31, 2015 | 382,990 | 409,248 |
Web development costs, net of accumulated amortization of $165,699 and $146,448 as of March 31, 2016 and December 31, 2015 | 65,311 | 84,562 |
Total assets | 979,841 | 966,107 |
Current liabilities: | ||
Accounts payable - trade | 2,310,300 | 2,189,649 |
Accounts payable - related parties | 260 | 862 |
Accrued expenses and other current liabilities | 347,844 | 597,665 |
Current portion of equipment lease payable | 29,349 | 46,143 |
Notes payable and other advances, net of debt discount of $12,056 and $0 as of March 31, 2016 and December 31, 2015, respectively | 1,087,944 | 991,089 |
Note payable and other advances - related parties | 16,058 | 23,889 |
Redeemable preferred stock - Series C; par value $0.001 per share; 10,000 designated Series C: 10,000 issued and outstanding as of March 31, 2016 and December 31, 2015 (aggregate liquidation preference of $1,000,000) | 1,000,000 | 1,000,000 |
Total current liabilities | 4,791,755 | 4,849,297 |
Total liabilities | $ 4,791,755 | $ 4,849,297 |
Stockholders' deficiency: | ||
Preferred stock - par value $0.001 per share; authorized 1,000,000 shares; issued and outstanding as of March 31, 2016 and December 31, 2015 as follows: | ||
Convertible preferred stock - Series A - 200,000 shares designated Series A; 44,443 shares available to be issued; no shares issued and outstanding | ||
Convertible preferred stock - Series B - 625,000 shares designated Series B; 517,359 and 483,512 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively (aggregate liquidation preference of $4,974,601 and $4,889,043 as of March 31, 2016 and December 31, 2015, respectively) | $ 517 | $ 484 |
Common stock - par value $0.001 per share; authorized 100,000,000 shares; 38,844,374 shares issued and 37,665,162 shares outstanding as of March 31, 2016 and December 31, 2015 | 38,844 | 38,844 |
Additional paid-in capital | 31,067,056 | 30,656,598 |
Treasury stock, at cost, 1,179,212 shares as of March 31, 2016 and December 31, 2015 | (3,419,715) | (3,419,715) |
Accumulated deficit | (31,498,616) | (31,159,401) |
Total stockholders' deficiency | (3,811,914) | (3,883,190) |
Total liabilities and stockholders' deficiency | $ 979,841 | $ 966,107 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current liabilities: | ||
Accounts receivable, net of allowance | $ 47,143 | $ 47,143 |
Property and equipment, net of accumulated depreciation | 827,528 | 801,270 |
Web development costs, net of accumulated amortization | 165,699 | 146,448 |
Current portion of notes payable, net of debt discount | $ 12,056 | $ 0 |
Redeemable preferred stock Series C, par value | 0.001 | 0.001 |
Redeemable preferred stock Series C, shares designated | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares issued | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares outstanding | 10,000 | 10,000 |
Redeemable preferred stock Series C, aggregate liquidation preference | $ 1,000,000 | $ 1,000,000 |
Stockholders' deficiency: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Series A Convertible preferred stock, shares designated | 200,000 | 200,000 |
Series A Convertible preferred stock, shares available to be issued | 44,443 | 44,443 |
Series A Convertible preferred stock, shares issued | 0 | 0 |
Series A Convertible preferred stock, shares outstanding | 0 | 0 |
Series B Convertible preferred stock, shares designated | 625,000 | 625,000 |
Series B Convertible preferred stock, shares issued | 517,359 | 483,512 |
Series B Convertible preferred stock, shares outstanding | 517,359 | 483,512 |
Series B Convertible preferred stock, aggregate liquidation preference | $ 4,974,601 | $ 4,889,043 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,844,374 | 38,844,374 |
Common stock, shares outstanding | 37,665,162 | 37,665,162 |
Treasury stock, shares | 1,179,212 | 1,179,212 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Operations | ||
Net sales | $ 2,347,798 | $ 1,612,677 |
Cost of sales | 891,820 | 631,163 |
Gross profit | 1,455,978 | 981,514 |
Operating expenses: | ||
Selling, general and administrative expenses | 1,683,716 | 1,107,550 |
Net loss from operations | (227,738) | (126,036) |
Other expense: | ||
Interest expense | (25,919) | (74,752) |
Total other expense | (25,919) | (74,752) |
Net loss | (253,657) | (200,788) |
Preferred stock: | ||
Series B convertible contractual dividends | (85,558) | (79,961) |
Net loss attributable to common stockholders | $ (339,215) | $ (280,749) |
Per share data: | ||
Net loss - basic and diluted | $ (0.01) | $ (0.01) |
Series B convertible contractual dividends | 0 | 0 |
Net loss attributable to common stockholders - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 37,665,162 | 37,570,383 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (253,657) | $ (200,788) | $ (626,682) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Provision for doubtful accounts | 90 | ||
Provision for employee advance reserve | 2,143 | ||
Depreciation and amortization | $ 45,509 | 45,661 | |
Stock-based compensation | $ 75,138 | 79,005 | |
Gain on settlement of accounts payable | (66,179) | ||
Amortization of debt discount | $ 3,444 | 54,517 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,894) | (11,558) | |
Inventories - finished goods | (58,995) | (1,034) | |
Prepaid expenses and other current assets | (3,705) | 12,857 | |
Accounts payable - trade | 120,651 | (65,472) | |
Accounts payable - related parties | (602) | (382) | |
Accrued expenses and other current liabilities | (15,526) | (57,168) | |
Net cash used in operating activities | (100,637) | $ (208,308) | (548,281) |
Cash flows from investing activities | |||
Change in restricted cash | $ 30,000 | ||
Capital expenditures | $ (5,539) | ||
Website development costs | (10,942) | ||
Net cash provided by (used in) investing activities | $ 30,000 | (16,481) | |
Cash flows from financing activities | |||
Principal payments on equipment leases payable | (16,794) | $ (15,382) | |
Proceeds from issuance of notes payable | 108,911 | ||
Repayment of notes payable | (7,831) | ||
Net cash provided by (used in) financing activities | 84,286 | $ (15,382) | |
Net increase (decrease) in cash | 13,649 | (240,171) | |
Cash - beginning of period | 11,217 | 506,019 | 506,019 |
Cash - end of period | 24,866 | 265,848 | $ 11,217 |
Cash paid for: | |||
Interest | 22,474 | 19,544 | |
Non-cash investing and financing activities: | |||
Issuance of Series B preferred stock for settlement of accrued dividends | 319,853 | 298,918 | |
Warrants issued as debt discount in connection with notes payable | 15,500 | 41,300 | |
Accrual of contractual dividends on Series B convertible preferred stock | $ 85,558 | $ 79,961 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
1. Organization and Basis of Presentation | HealthWarehouse.com, Inc. ("HEWA" or the "Company"), a Delaware company incorporated in 1998, is an online mail order pharmacy, licensed in 50 states and the District of Columbia to focus on the out-of-pocket prescription drug market. The Company is Verified Internet Pharmacy Practice Site ("VIPPS") accredited by the National Association of Boards of Pharmacy ("NABP"). The Company markets a complete range of generic, brand name, and pet prescription medications as well as over-the-counter ("OTC") medications and products. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2016 and for the three months ended March 31, 2016 and 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full year ending December 31, 2016 or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2015 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 25, 2016. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
2. Going Concern and Management's Liquidity Plans | Since inception, the Company has financed its operations primarily through debt and equity financings and advances from related parties. As of March 31, 2016, the Company had a working capital deficiency of $4,260,215 and an accumulated deficit of $31,498,616. During the three months ended March 31, 2016 and the year ended December 31, 2015, the Company incurred net losses of $253,657 and $626,682, respectively and used cash in operating activities of $100,637 and $548,281, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Subsequent to March 31, 2016, the Company continues to incur net losses, use cash in operating activities and experience cash and working capital constraints. The Company is subject to a 2013 Notice of Redemption related to its Series C Redeemable Preferred Stock aggregating $1,000,000, whereby the Company must now apply all of its assets to redemption of the Series C Preferred Stock and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders (the Company is not permitted to utilize toward the redemption those assets required to pay its debts as they come due and those assets required to continue as a going concern). The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
3. Summary of Significant Accounting Policies | Principles of Consolidation The condensed consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV and ION Belgium NV, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets, the valuation allowance related to deferred tax assets, the valuation of equity instruments and debt discounts. Reclassifications Certain accounts in the prior period condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. Net Earnings (Loss) Per Share of Common Stock Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share reflects the potential dilution that could occur if securities or other instruments to issue Common Stock were exercised or converted into Common Stock. Potentially dilutive securities are excluded from the computation of diluted net earnings (loss) per share if their inclusion would be anti-dilutive and consist of the following: March 31, 2016 2015 Options 5,381,205 3,944,557 Warrants 10,121,198 9,839,044 Series B Convertible Preferred Stock 5,892,720 5,507,202 Total potentially dilutive shares 21,395,123 19,290,803 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
4. Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, 2016 December 31, 2015 Deferred Rent $ 19,389 $ 25,852 Advertising 76,639 76,639 Salaries and Benefits 58,937 64,007 Dividend Payable 85,558 319,854 Accrued Interest 44,249 44,249 Accrued Rent 50,078 49,614 Other 12,994 17,450 Total $ 347,844 $ 597,665 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
5. Notes Payable | The Company is a party to a Loan and Security Agreement (the "Loan Agreement") with a lender (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 (the "Senior Note") in the face amount of $1,000,000 (as amended). The Senior Note bears interest on the unpaid principal balance of the Note 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 March 31, 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 Note is payable on May 31, 2016, or earlier in the event of default or a sale or liquidation of the Company. 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, which grants the Lender a security interest in certain bank accounts. On January 11, 2016, the Company entered into an Amendment to Promissory Note in the face amount of $100,000 with a different lender, effective October 31, 2015, which extended the maturity date of the note payable from November 1, 2015 to October 31, 2016. In consideration of the extension of the maturity date of the note payable, the Company issued to the lender a five-year warrant to purchase 75,000 shares of Common Stock at an exercise price of $0.25 per share. The warrants had a fair value of $15,500 using the Black-Scholes model (see note 6) which was established as debt discount during the three months ended March 31, 2016 and will be amortized using the effective interest method over the remaining term of the Promissory Note. Including the value of the warrants issued in connection with the extension of the maturity date of the Promissory Note, the Promissory Note has an effective interest rate of 23% per annum during the extension period. The Company recorded amortization of debt discount associated with notes payable of $3,444 and $54,517 for the three months ended March 31, 2016 and 2015, respectively. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
6. Stockholders' Deficiency | Preferred Stock As of March 31, 2016 and December 31, 2015, the Company had accrued contractual dividends of $85,558 and $319,853, respectively, related to the Series B Preferred Stock. On January 1, 2016 and 2015, the Company issued 33,847 and 31,633 shares of Series B convertible preferred stock valued at approximately $320,000 and $299,000, respectively, representing approximately $0.66 in value per share of Series B Preferred Stock outstanding on each date, to the Series B convertible preferred stock holders as payment in kind for dividends. Stock Options Valuation In applying the Black-Scholes option pricing model to stock options, the Company used the following weighted average assumptions: For The Three Months Ended March 31, 2016 2015 Risk free interest rate 1.63% to 2.12% n/a Dividend yield 0.00% n/a Expected volatility 199% to 200.0% n/a Expected life in years 5.5 to 10.0 n/a Grants The weighted average fair value of the stock options granted during the three months ended 31, 2016 was $0.24 per share. There were no stock options granted during the three months March 31, 2015. During the three months ended March 31, 2016, the Company granted options to consultants and directors of the Company to purchase an aggregate of 172,254 shares of common stock under a previously approved plan at exercise prices ranging between $0.24 and $0.25 per share for an aggregate grant date value of $41,379. The options vested on the grant date and have a term of ten years. Stock-based compensation expense related to stock options was recorded in the condensed consolidated statements of operations as a component of selling, general and administrative expenses and totaled $75,138 and $78,789 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, stock-based compensation expense related to stock options of $996,064 remains unamortized, including $104,495 which is being amortized over the weighted average remaining period of 2.0 years. The remaining $891,569 is related to a performance based option where vesting is currently deemed to be improbable and no amount is being amortized. Summary A summary of the stock option activity during the three months ended March 31, 2016 is presented below: Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2016 5,341,284 $ 0.70 Granted 172,254 0.24 Exercised - - Forfeited (132,333 ) 0.49 Outstanding, March 31, 2016 5,381,205 $ 0.69 7.6 $ 332,554 Exercisable, March 31, 2016 4,169,539 $ 0.62 7.6 $ 240,254 The following table presents information related to stock options at March 31, 2016: Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $ 0.09 - $2.20 $ 0.23 4,701,705 $ 0.25 8.0 3,740,039 $ 2.21 - $3.80 3.35 492,500 2.88 3.8 242,500 $ 3.81 - $6.99 5.17 187,000 5.17 5.4 187,000 $ 0.69 5,381,205 $ 0.62 7.6 4,169,539 Warrants Valuation In applying the Black-Scholes option pricing model to stock warrants, the Company used the following weighted average assumptions: For The Three Months Ended March 31, 2016 2015 Risk free interest rate 1.58% 1.50% Dividend yield 0.00% 0.00% Expected volatility 200.0% 196.0% Contractual term in years 5.00 5.00 Grants The weighted average fair value of the stock warrants granted during the three months ended March 31, 2016 and 2015, was $0.24 and $0.08 per share, respectively. Stock-based compensation expense related to warrants for the three months ended March 31, 2016 and 2015 was recorded in the condensed consolidated statements of operations as a component of selling, general and administrative expenses and totaled $0 and $216, respectively. As of March 31, 2016, stock-based compensation expense related to warrants of $576,840 remains unamortized. The remaining $576,840 is related to a performance based warrant where vesting is currently deemed to be improbable and no amount is being amortized. A summary of the stock warrant activity during the three months ended March 31, 2016 is presented below: Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2016 10,046,198 $ 0.41 Granted 75,000 0.25 Exercised - - Forfeited - - Outstanding, March 31, 2016 10,121,198 $ 0.40 3.1 $ 150,922 Exercisable, March 31, 2016 9,871,198 $ 0.34 3.1 $ 150,922 The following table presents information related to stock warrants at March 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Warrants Price In Years Warrants $ 0.10 - $0.35 $ 0.25 9,571,198 $ 0.25 3.2 9,571,198 $ 0.36 - $3.00 2.90 520,000 2.90 0.5 270,000 $ 3.01 - $4.95 4.95 30,000 4.95 1.5 30,000 $ 0.10 - $4.95 $ 0.40 10,121,198 $ 0.33 3.1 9,871,198 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
7. Commitments and Contingent Liabilities | Operating Leases The Company is a party to a lease agreement for approximately 28,500 square feet of office and storage space with an entity. On March 15, 2016, the Company entered into an amendment of the lease agreement which extended the lease for an additional three years. The amended monthly lease rate will be $5,462 in 2016, $6,649 in 2017, $6,886 in 2018 and $7,124 in 2019. The lease expires on December 31, 2019. The Company accounts for rent expense using the straight line method of accounting, deferring the difference between actual rent due and the straight line amount. Deferred rent payable of $19,389 and $25,852 as of March 31, 2016 and December 31, 2015, respectively, has been included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. On June 7, 2013, Pagosa signed a three year lease for $1,000 per month to house an office, pharmacy as well as inventory and is located in Lawrenceburg, IN. On July 8, 2013, the parties agreed to extend the lease for two additional years, such that the new termination date is now June 7, 2018. On January 14, 2014, the Company closed Pagosa Health and vacated the Lawrenceburg facility. The Company is currently in discussions with the Landlord regarding termination of the lease related to the building. The present value of the remaining lease payments of $50,078 is reflected as a component of accrued expenses and other liabilities on the condensed consolidated financial statements as of March 31, 2016. Future minimum payments, by year and in the aggregate, under operating leases as of March 31, 2016 are as follows: For years ending December 31, Amount 2016 $ 58,152 2017 91,783 2018 87,633 2019 85,482 Total future minimum lease payments $ 323,050 During the three months ended March 31, 2016 and 2015, the Company recorded aggregate rent expense of $20,274 and $18,342 (net of sub-lease), respectively. Litigation In the ordinary course of business, we may become subject to lawsuits and other claims and proceedings that might arise from litigation matters or regulatory audits. Such matters are subject to uncertainty and outcomes are often not predictable with assurance. Our management does not presently expect that any such matters will have a material adverse effect on the Company's condensed consolidated financial condition or condensed consolidated results of operations. We are not currently involved in any pending or threatened material litigation or other material legal proceedings nor have we been made aware of any penalties from regulatory audits. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
8. Concentrations | During the three months ended March 31, 2016, three vendors represented 49%, 16% and 15% of total inventory purchases. During the three months ended March 31, 2015, two vendors represented 74% and 10% of total inventory purchases, respectively. Two vendors represented 40% and 12% of the accounts payable balance as of March 31, 2016. Two vendors represented 43% and 13% of the accounts payable balance as of December 31, 2015. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
9. Subsequent Events | The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. Stock Option Grants On April 8, 2016, the Company granted options to directors of the Company to purchase an aggregate of 94,848 shares of common stock under a previously approved plan at an exercise price of $0.29 per share for an aggregate grant date value of $27,000. The options vested on the grant date and have a term of ten years. The options were granted as part of director compensation approved by the Compensation Committee. Common Stock Issued On May 3, 2016, the Company issued 28,242 shares of common stock to an investor as a result of a cashless exercise of warrants. Employment Agreement On May 9, 2016, the Company entered into an employment agreement (the "Employment Agreement") with Mr. Lalit Dhadphale. The terms of the Employment Agreement include a term of two years beginning on January 1, 2016 with an extension provision, the titles and positions of Chief Executive Officer and President, an initial base salary of $175,000 per year, subject to certain bonus and severance provisions. Mr. Dhadphale's agreement is bound by restrictive covenants regarding disclosure of confidential information, non-solicitation and employee non-competition. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV and ION Belgium NV, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets, the valuation allowance related to deferred tax assets, the valuation of equity instruments and debt discounts. |
Reclassifications | Certain accounts in the prior period condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. |
Net Earnings (Loss) Per Share of Common Stock | Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share reflects the potential dilution that could occur if securities or other instruments to issue Common Stock were exercised or converted into Common Stock. Potentially dilutive securities are excluded from the computation of diluted net earnings (loss) per share if their inclusion would be anti-dilutive and consist of the following: March 31, 2016 2015 Options 5,381,205 3,944,557 Warrants 10,121,198 9,839,044 Series B Convertible Preferred Stock 5,892,720 5,507,202 Total potentially dilutive shares 21,395,123 19,290,803 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Potentially Dilutive Securities | March 31, 2016 2015 Options 5,381,205 3,944,557 Warrants 10,121,198 9,839,044 Series B Convertible Preferred Stock 5,892,720 5,507,202 Total potentially dilutive shares 21,395,123 19,290,803 |
Accrued Expenses and Other Cu17
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Expenses And Other Current Liabilities Tables | |
Accrued expenses and other current liabilities | March 31, 2016 December 31, 2015 Deferred Rent $ 19,389 $ 25,852 Advertising 76,639 76,639 Salaries and Benefits 58,937 64,007 Dividend Payable 85,558 319,854 Accrued Interest 44,249 44,249 Accrued Rent 50,078 49,614 Other 12,994 17,450 Total $ 347,844 $ 597,665 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Option [Member] | |
Schedule of Stock Granted | For The Three Months Ended March 31, 2016 2015 Risk free interest rate 1.63% to 2.12% n/a Dividend yield 0.00% n/a Expected volatility 199% to 200.0% n/a Expected life in years 5.5 to 10.0 n/a |
Summary of Stock Activity | Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2016 5,341,284 $ 0.70 Granted 172,254 0.24 Exercised - - Forfeited (132,333 ) 0.49 Outstanding, March 31, 2016 5,381,205 $ 0.69 7.6 $ 332,554 Exercisable, March 31, 2016 4,169,539 $ 0.62 7.6 $ 240,254 |
Summary of Stock Outstanding and Exercisable | Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $ 0.09 - $2.20 $ 0.23 4,701,705 $ 0.25 8.0 3,740,039 $ 2.21 - $3.80 3.35 492,500 2.88 3.8 242,500 $ 3.81 - $6.99 5.17 187,000 5.17 5.4 187,000 $ 0.69 5,381,205 $ 0.62 7.6 4,169,539 |
Warrant [Member] | |
Schedule of Stock Granted | For The Three Months Ended March 31, 2016 2015 Risk free interest rate 1.58% 1.50% Dividend yield 0.00% 0.00% Expected volatility 200.0% 196.0% Contractual term in years 5.00 5.00 |
Summary of Stock Activity | Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2016 10,046,198 $ 0.41 Granted 75,000 0.25 Exercised - - Forfeited - - Outstanding, March 31, 2016 10,121,198 $ 0.40 3.1 $ 150,922 Exercisable, March 31, 2016 9,871,198 $ 0.34 3.1 $ 150,922 |
Summary of Stock Outstanding and Exercisable | Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Warrants Price In Years Warrants $ 0.10 - $0.35 $ 0.25 9,571,198 $ 0.25 3.2 9,571,198 $ 0.36 - $3.00 2.90 520,000 2.90 0.5 270,000 $ 3.01 - $4.95 4.95 30,000 4.95 1.5 30,000 $ 0.10 - $4.95 $ 0.40 10,121,198 $ 0.33 3.1 9,871,198 |
Commitments and Contingent Li19
Commitments and Contingent Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingent Liabilities Tables | |
Summary of future minimum payments under operating leases | For years ending December 31, Amount 2016 $ 58,152 2017 91,783 2018 87,633 2019 85,482 Total future minimum lease payments $ 323,050 |
Going Concern and Management'20
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Going Concern And Managements Liquidity Plans Details Narrative | |||
Working Capital Deficiency | $ (4,260,215) | ||
Accumulated deficit | (31,498,616) | $ (31,159,401) | |
Net losses | (253,657) | $ (200,788) | (626,682) |
Net Cash Used in Operating Activities | $ (100,637) | $ (208,308) | $ (548,281) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Summary Of Significant Accounting Policies Details | ||
Options | $ 5,381,205 | $ 3,944,557 |
Warrants | 10,121,198 | 9,839,044 |
Series B Convertible Preferred Stock | 5,892,720 | 5,507,202 |
Total potentially dilutive shares | $ 21,395,123 | $ 19,290,803 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses And Other Current Liabilities Details | ||
Deferred rent | $ 19,389 | $ 25,852 |
Advertising | 76,639 | 76,639 |
Salaries and benefits | 58,937 | 64,007 |
Dividends payable | 85,558 | 319,854 |
Accrued interest | 44,249 | 44,249 |
Accrued Rent | 50,078 | 49,614 |
Other | 12,994 | 17,450 |
Total | $ 347,844 | $ 597,665 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interest rate on Senior Note | 7.75% | |
Fair value related to warrants | $ 15,500 | |
Amortization of debt discount | 3,444 | $ 54,517 |
Lender [Member] | ||
Borrowed loan | $ 1,000,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk free interest rate | ||
Dividend yield | 0.00% | |
Expected volatility | ||
Minimum [Member] | ||
Risk free interest rate | 1.63% | |
Expected volatility | 199.00% | |
Expected life in years | 5 years 6 months | |
Maximum [Member] | ||
Risk free interest rate | 2.12% | |
Expected volatility | 200.00% | |
Expected life in years | 10 years |
Stockholders' Deficiency (Det25
Stockholders' Deficiency (Details 1) - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Number of Options, outstanding | |
Outstanding, beginning of period (in shares) | shares | 5,341,284 |
Granted | shares | 172,254 |
Exercised | shares | |
Forfeited | shares | (132,333) |
Outstanding, end of period (in shares) | shares | 5,381,205 |
Exercisable, March 31, 2016 | shares | 4,169,539 |
Weighted average exercise price | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 0.70 |
Granted | $ / shares | $ 0.24 |
Exercised | $ / shares | |
Forfeited | $ / shares | $ 0.49 |
Outstanding, end of period (in dollars per share) | $ / shares | 0.69 |
Exercisable, March 31, 2016 | $ / shares | $ 0.62 |
Weighted Average Remaining Life In Years | |
Weighted Average Remaining Life (in years) Outstanding | 7 years 7 months 6 days |
Weighted Average Remaining Life (in years) Exercisable | 7 years 7 months 6 days |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value Outstanding | $ | $ 332,554 |
Aggregate Intrinsic Value Exercisable, March 31, 2016 | $ | $ 240,254 |
Stockholders' Deficiency (Det26
Stockholders' Deficiency (Details 2) - Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price Outstanding | $ 0.69 | $ 0.70 |
Number Outstanding | 5,381,205 | 5,341,284 |
Weighted Average Exercise Price Exercisable | $ 0.62 | |
Weighted Average Remaining Years of Contractual Life | 7 years 7 months 6 days | |
Number Exercisable | 4,169,539 | |
$0.09 - $2.20 | ||
Weighted Average Exercise Price Outstanding | $ 0.23 | |
Number Outstanding | 4,701,705 | |
Weighted Average Exercise Price Exercisable | $ 0.25 | |
Weighted Average Remaining Years of Contractual Life | 8 years | |
Number Exercisable | 3,740,039 | |
$2.21 - $3.80 | ||
Weighted Average Exercise Price Outstanding | $ 3.35 | |
Number Outstanding | 492,500 | |
Weighted Average Exercise Price Exercisable | $ 2.88 | |
Weighted Average Remaining Years of Contractual Life | 3 years 9 months 18 days | |
Number Exercisable | 242,500 | |
$3.81 - $6.99 | ||
Weighted Average Exercise Price Outstanding | $ 5.17 | |
Number Outstanding | 187,000 | |
Weighted Average Exercise Price Exercisable | $ 5.17 | |
Weighted Average Remaining Years of Contractual Life | 5 years 4 months 24 days | |
Number Exercisable | 187,000 |
Stockholders' Deficiency (Det27
Stockholders' Deficiency (Details 3) - Warrant [Member] | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk free interest rate | 1.58% | 1.50% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 200.00% | 196.00% |
Contractual term in years | 5 years | 5 years |
Stockholders' Deficiency (Det28
Stockholders' Deficiency (Details 4) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Number of Warrants, outstanding | |
Outstanding, beginning of period (in shares) | shares | 10,046,198 |
Granted | shares | 75,000 |
Exercised | shares | |
Forfeited | shares | |
Outstanding, end of period (in shares) | shares | 10,121,198 |
Exercisable, March 31, 2016 | shares | 9,871,198 |
Weighted average exercise price | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 0.41 |
Granted | $ / shares | $ 0.25 |
Exercised | $ / shares | |
Forfeited | $ / shares | |
Outstanding, end of period (in dollars per share) | $ / shares | $ 0.40 |
Exercisable, March 31, 2016 | $ / shares | $ 0.34 |
Weighted Average Remaining Life In Years | |
Weighted Average Remaining Life (in years) Outstanding | 3 years 1 month 6 days |
Weighted Average Remaining Life (in years) Exercisable | 3 years 1 month 6 days |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value Outstanding | $ | $ 150,922 |
Aggregate Intrinsic Value Exercisable, March 31, 2016 | $ | $ 150,922 |
Stockholders' Deficiency (Det29
Stockholders' Deficiency (Details 5) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price Outstanding | $ 0.40 | $ 0.41 |
Number Outstanding | 10,121,198 | 10,046,198 |
Weighted Average Exercise Price Exercisable | $ 0.34 | |
Weighted Average Remaining Years of Contractual Life | 3 years 1 month 6 days | |
Number Exercisable | 9,871,198 | |
$0.10 - $0.35 | ||
Weighted Average Exercise Price Outstanding | $ 0.25 | |
Number Outstanding | 9,571,198 | |
Weighted Average Exercise Price Exercisable | $ 0.25 | |
Weighted Average Remaining Years of Contractual Life | 3 years 2 months 12 days | |
Number Exercisable | 9,571,198 | |
$0.36 - $3.00 | ||
Weighted Average Exercise Price Outstanding | $ 2.9 | |
Number Outstanding | 520,000 | |
Weighted Average Exercise Price Exercisable | $ 2.9 | |
Weighted Average Remaining Years of Contractual Life | 6 months | |
Number Exercisable | 270,000 | |
$3.01 - $4.95 | ||
Weighted Average Exercise Price Outstanding | $ 4.95 | |
Number Outstanding | 30,000 | |
Weighted Average Exercise Price Exercisable | $ 4.95 | |
Weighted Average Remaining Years of Contractual Life | 1 year 6 months | |
Number Exercisable | 30,000 | |
$0.10 - $4.95 | ||
Weighted Average Exercise Price Outstanding | $ 0.4 | |
Number Outstanding | 10,121,198 | |
Weighted Average Exercise Price Exercisable | $ 0.33 | |
Weighted Average Remaining Years of Contractual Life | 3 years 1 month 6 days | |
Number Exercisable | 9,871,198 |
Stockholders' Deficiency (Det30
Stockholders' Deficiency (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Stock Option [Member] | |||
Weighted Average Fair Value | $ 0.24 | $ 0 | |
Selling, General And Administrative Expenses | $ 75,138 | $ 78,789 | |
Stock-based compensation expense, unamortized | 996,064 | ||
Stock-based compensation expense, amortized | $ 104,495 | ||
Weighted Average Remaining Period | 2 years | ||
Performance based option vesting | $ 891,569 | ||
Warrant [Member] | |||
Weighted Average Fair Value | $ 0.24 | $ 0.08 | |
Selling, General And Administrative Expenses | $ 0 | $ 216 | |
Stock-based compensation expense, unamortized | $ 576,840 | ||
Series B Preferred Stock [Member] | |||
Preferred Stock Contractual Dividends | 85,558 | 319,853 | |
Consultants [Member] | Stock Option [Member] | |||
Common stock purchased | 172,254 | ||
Aggregate grant date value | $ 41,379 | ||
Consultants [Member] | Stock Option [Member] | Minimum [Member] | |||
Weighted Average Fair Value | $ 0.24 | ||
Consultants [Member] | Stock Option [Member] | Maximum [Member] | |||
Weighted Average Fair Value | $ 0.25 |
Commitments and Contingent Li31
Commitments and Contingent Liabilities (Details) | Mar. 31, 2016USD ($) |
Commitments And Contingent Liabilities Details | |
2,016 | $ 58,152 |
2,017 | 91,783 |
2,018 | 87,633 |
2,019 | 85,482 |
Total future minimum lease payments | $ 323,050 |
Commitments and Contingent Li32
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Commitments And Contingent Liabilities Details Narrative | |||
Deferred rent payable | $ 19,389 | $ 25,852 | |
Rent Expense | $ 20,274 | $ 18,342 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Vendor 1 [Member] | |||
Concentration Inventory Purchases Percentage | 49.00% | 74.00% | |
Concentration Accounts Payable Percentage | 40.00% | 43.00% | |
Vendor 2 [Member] | |||
Concentration Inventory Purchases Percentage | 16.00% | 10.00% | |
Concentration Accounts Payable Percentage | 12.00% | 13.00% | |
Vendor 3 [Member] | |||
Concentration Inventory Purchases Percentage | 15.00% |