Kapok Ventures Refinancing of Senior Debt

Effective April 7, 2017 Healthwarehouse.com, Inc., a Delaware
corporation (the “Company”), and its subsidiaries HWAREH.COM,
Inc. and Hocks.com, Inc., executed a Promissory Note (the “Kapok
Promissory Note”) and a Security Agreement (the “Kapok Security
Agreement”) (collectively, the Kapok Promissory Note and the
Kapok Security Agreement, the “Kapok Loan Agreements”) with
Kapok Ventures Limited, a British Columbia corporation
(“Kapok”). Under the terms of the Kapok Promissory Note, the
Company borrowed an aggregate of $1,000,000 from Kapok (the
“Kapok Loan”). The Kapok Promissory Note bears interest on the
unpaid principal balance until the full amount of principal has
been paid at a variable rate equal to the prime rate plus four
and one-quarter percent (4.25%) per annum. Under the terms of the
Kapok Promissory Note, 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 Kapok
Promissory Note is payable on March 31, 2018.

to the Kapok Security Agreement, the Company granted Kapok a
first priority security interest in all of the Company’s assets,
in order to secure the 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, including incurring
additional indebtedness, transferring or encumbering assets,
paying dividends or making certain other payments, and acquiring
other businesses. The repayment of the Kapok Promissory Note 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.

Issuance of Shares of Common Stock

Effective April 7, 2017 the Company entered into Subscription
Agreements (the “Subscription Agreements”) with three
affiliated accredited investors, namely Joseph Heimbrock, Cormag
Holdings, Ltd. 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. Cormag Holdings
is owned by Mark D. Scott, the Company’s Chairman of the Board
of Directors and beneficially owns approximately 11.9% of the
Company’s outstanding shares of Common 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.

Use of 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.

See Item 1.01, which is incorporated herein by reference.

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.