Notice of 2016 Annual Meeting of Stockholders to be Held on September 2, 2016

To Our Stockholders:

You are cordially invited to attend the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of HealthWarehouse.com, Inc. (the “Company” or “HealthWarehouse”). The Annual Meeting will be held at our principal executive offices located at 7107 Industrial Road, Florence, Kentucky 41042 on September 2, 2016 at 5:00 p.m. (EDT), for the following purposes, as more fully described in the accompanying Proxy Statement:

• To elect four directors -- (i) Lalit Dhadphale, (ii) Youssef Bennani, (iii) Joseph Savarino and (iv) Ambassador Ned L. Siegel -- to serve for a one-year term until the 2017 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
• To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2016;
• To adopt a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement;
• For holders of Series B preferred stock, to elect one additional director -- Joe Heimbrock -- to serve for a one-year term until the 2017 Annual Meeting of Stockholders or until his successor is duly elected and qualified; and
• To transact such other business as may properly come before the Annual Meeting.

The Board of Directors of the Company has approved the foregoing proposals and recommends that you vote “FOR” each of the director nominees and “FOR” each the other proposals. Whether or not you are personally able to attend the meeting, please complete, sign and date the enclosed WHITE proxy card and return it in the enclosed prepaid envelope as soon as possible. In addition, you may vote over the Internet or by telephone. This action will not limit your right to vote in person if you attend the meeting.

The Board has fixed the close of business on July 29, 2016 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. Shares of common stock of the Company and shares of the Series B and Series C preferred stock of the Company may be voted at the meeting only if the holder is present at the meeting in person or by valid proxy.

The Board has nominated for election as directors the four persons named in Proposal No. 1 in the proxy statement accompanying this Notice, all of whom are currently serving as directors of the Company. We believe that the Board’s director nominees have the independence, experience, knowledge and commitment to deliver value for the Company and its stockholders.

A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose in connection with the Annual Meeting during normal business hours at our principal executive offices for a period of at least 10 days prior to the Annual Meeting.

By Order of the Board of Directors,

Lalit Dhadphale
Chairman, President and Chief Executive Officer