ULURU Inc. (OTCMKTS:ULUR) Files An 8-K Entry into a Material Definitive Agreement
Entry into a Material Definitive Agreement.
Securities and Exchange Commission on March 31, 2017 (the Initial
Report), on February 27, 2017, ULURU Inc. (the Company) entered
into a Note, Warrant and Preferred Stock Purchase Agreement (the
Purchase Agreement) with Velocitas Partners, LLC (Velocitas”)
and Velocitas I LLC (the Purchaser), an entity controlled by
Velocitas, with respect to an aggregate financing of up to
February 27, 2017, Velocitas purchased at face value of a
$500,000 Secured Convertible Promissory Note (the Initial Note).
The Initial Note is secured by all of the assets of the Company
and its subsidiaries to a Security Agreement executed at the
(a) the purchase by Velocitas at face value of an additional
$500,000 Secured Convertible Note (the Second Note), and (b) the
purchase by the Purchaser of 1,250 shares of Series B Convertible
Preferred Stock (Series B Preferred Stock) at a purchase price of
$4,000 per share, for gross proceeds of $5,000,000. The
as-converted-to-common-stock purchase price for the Series B
Preferred Stock is $0.04 per share. The Second Note accrues
interest at 12.5% per annum and has a term of two years (subject
to acceleration under certain circumstances). The Second Note is
convertible into shares of common stock at a conversion price of
$0.04 per share, subject to equitable adjustments, and is secured
by the Security Agreement referenced in and filed with the
Initial Report. The terms of the Series B Preferred Stock are
described under Item 5.03 below.
Velocitas at the second closing a warrant to purchase up to
57,055,057 shares of common stock (the Warrant). The Warrant has
an exercise price of $0.04 per share, a 10-year term and is
subject to cashless exercise. In addition, at the second closing,
the Company acquired the Altrazeal distributor agreements that
Velocitas has with its sub-distributors in exchange for the
issuance of 13,375,000 shares of common stock (the Assignment
Rights Agreement summarized in and filed with the Initial Report
were joined by the Purchaser and became effective.
agreements and instruments is not complete and is qualified in
its entirety by the actual terms and conditions of that agreement
or instrument, a copy of which the Company filed with the Initial
Report or is filing herewith. The representations, warranties,
and other terms contained in the Purchase Agreement and other
agreements were made solely for the purposes of such agreement
and as of specified dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations and
exceptions agreed upon by the contracting parties. The
representations and warranties may have been made for the
purposes of allocating contractual risk between the parties to
such agreements instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Note and the Security Agreement is incorporated herein by this
Unregistered Sale of Equity Securities.
the Warrant, the shares of common stock issuable upon exercise or
conversion or exercise of the Series B Preferred Stock or the
Warrant and the Assignment Shares are being issued in reliance
upon the exemptions for sales of securities not involving a
public offering, as set forth in Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act) and/or
Regulation D promulgated thereunder, based upon the following:
(a) each investor has confirmed it is an accredited investor, as
defined in Rule 501 of Regulation D promulgated under the
Securities Act and had such background education and experience
in financial and business matters as to be able to evaluate the
merits and risks of an investment in the securities; (b) there
was no public offering or general solicitation with respect to
the offering; (c) the Investors were provided with certain
disclosure materials and all other information requested with
respect to the Company; (d) the Investors acknowledged that the
securities being purchased were restricted securities for
purposes of the Securities Act and agreed to transfer the
underlying securities only in a transaction registered under the
Securities Act or exempt from registration under the Securities
Act; (e) a Form D is being filed with the Commission; and (f) the
Shares are subject to restrictions on transfer, except to the
extent that such shares may immediately be resold to an effective
registration statement or Rule 144 under the Securities Act.
Changes in Control of Registrant.
and the Initial Report, a change of control of the Company has
occurred. For a total investment of $6,000,000 ($1,000,000 by
Velocitas and $5,000,000 by the Purchaser, which is controlled by
Velocitas) plus the assignment of certain sub-distributor
agreements (valued at $535,000), Velocitas and the Purchaser
collectively have the right to vote on an
as-converted-to-common-stock basis 163,375,000 shares of common
stock with respect to the election of directors and other
matters, representing 72.2% of the 226,349,431 shares eligible to
vote with respect to the election of directors and other matters.
On an beneficial ownership basis, assuming the conversion or
exercise of all rights to acquire common stock exercisable within
60 days of the date of this report, Velocitas and the Purchaser
collectively beneficially own 220,430,057 shares of common stock,
representing 71.1% of the 310,162,451 shares that would be
outstanding if Purchaser had the exercised all conversion and
exercise rights exercisable within 60 days. The source of
proceeds used to acquire control was working capital of Velocitas
and equity contributions received by the Purchaser from
affiliated and unaffiliated parties.
Purchaser and certain affiliates of Bradley J. Sacks, a director
of the Company, signed a Voting Agreement to which the parties
agreed to set the size of the Board of Directors at six
directors, and agreed to vote for the election to the Board of
Directors of four persons designated by Velocitas (initially to
be Anish Shah, Oksana Tiedt, Vaidehi Shah and Arindam Bose), one
director designated by Bradley J. Sacks and one additional
director designated by a major investor or by the Board of
Directors. In addition, the parties to the voting agreement have
agreed to vote in favor of a proposal to amend the Companys
articles of incorporation to increase the authorized shares as
required to permit the conversion of the Series B Preferred
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Company has appointed Mr. Anish Shah and Ms. Oksana Tiedt to join
the Company and to serve as part of the Companys executive
management team and together with Mr. Arindam Bose to also join
the Companys Board of Directors. Each of Anish Shah, Oksana
Tiedt, and Arindam Bose are affiliates of Velocitas and were
appointed to the Voting Agreement described in Item 5.01 above.
Financing, the Company received resignation notices from Robert
F. Goldrich and Terrance K. Wallberg, each being a member of the
Companys Board of Directors. Mr. Wallberg will continue to serve
as the Companys Vice President, Chief Financial Officer,
Secretary, and Treasurer.
Chairman of the Board of Directors and Ms. Vaidehi Shah, the
Companys Chief Executive Officer and Director, assumed such
duties. Mr. Sacks will continue to serve as a Director of the
years of experience in senior management positions in diverse
industry sectors. Mr. Shah is also a co-founder and partner of
Velocitas Partners LLC, an asset management firm that invests in
innovative healthcare companies.
International Expansion at SPPL Group, a generic drugs
manufacturer with two manufacturing facilities with over 400
products. Under his supervision, SPPL became an international,
financially regulated export institution with a sale network in
over twenty countries in Africa and Latin America. Prior to that,
he served in senior management capacities providing support in
various functional areas to a number of other small and medium
sized companies including PCI and Shreeram Group of Companies.
Mr. Shah began his career at Arthur Anderson, after receiving his
Bachelor of Commerce degree from Mumbai University and
participating in the CFA and ICWA programs.
private equity, fund of funds and investment banking in diverse
industries. She is a co-founder and partner of Velocitas Partners
LLC, an asset management company which invests in innovative
Capitals European Private Equity Fund of Funds portfolio with
over one billion Euros of assets under management. Before that,
she spent seven years at Bain Capital, a global investment firm
managing over $65 billion in assets. Based at Bain Capitals
offices in Munich and London, Ms. Tiedt originated and executed
leveraged buyout transactions. During this time, she also served
as a Director and Strategic and Financial Advisor for two private
companies. Ms. Tiedt has also worked at Goldman Sachs’s mergers
and acquisitions group, Nissho Iwai Trading Company and at the
National Defense University. Ms. Tiedt received her MA in
International Economics and International Relations with a focus
on Japan Studies from the Johns Hopkins University School of
Advanced International Studies (SAIS) and completed her BA in
Economics and Asian Studies from Willamette University.
capital raising, private equity, wealth management and client
relationship management. He is a co-founder and partner of
Velocitas Partners LLC, an investment management company which
invests in innovative medical technologies. As head of Etihad
financial advisors, an Emirates Securities and Commodities
Authority licensed financial advisory firm, Mr. Bose has
developed deep networks in the MENA region.
based investment fund with over one billion dollars under
management. Before that, Arindam was a Director in the Global
Banking and Markets Group at Royal Bank of Scotland, where he was
responsible for originating and managing transactions for its
investment banking business. His previous roles have included
International Private banking at Coutts Company, The National
Investor and Government of Dubai and the World Bank Group. Mr.
Bose is a member of the Board of Directors of AB Holdings; a
family owned investment company, and General Stores and
Enginnering Private Ltd, a leader in railway brake systems and
pantographs. He completed his executive training at Manchester
University and received his Bachelors in Engineering from
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
of Designation with the Secretary of State of the State of Nevada
creating the Series B Preferred Stock. The Series B Preferred
Stock (a) votes together with the common stock as a single class
(subject to standard protective provisions for the Series B
Preferred Stock), (b) has the same dividend rights as the Common
Stock, (c) has a liquidation preference equal to the greater of
its purchase price and its as converted-to-common-stock value,
and (d) automatically converts into common stock if the number of
authorized shares of common stock is increased within 190 days of
the second closing as necessary to permit all outstanding
convertible or exercisable securities (including the Series B
Preferred Stock) to convert to common stock.
of Designation creating the Series B Preferred Stock is not
complete and is qualified in its entirety by the actual terms and
conditions of the Certificate of Designation, a copy of which the
Company filed with the Initial Report or is filing herewith.
Regulation FD Disclosure.
the execution of the second closing under the Note, Warrant and
Preferred Stock Purchase Agreement. A copy of the press release
is attached hereto as Exhibit 99.1.
attached hereto is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Financial Statements and Exhibits.
Certificate of Designation of the Series B Preferred
Series 2017-1 Warrant to Purchase Common Stock
Secured Convertible Promissory Note, dated March 31, 2017
in favor of Velocitas Partners, LLC
Press Release, dated April 3, 2017.
About ULURU Inc. (OTCMKTS:ULUR)
ULURU Inc. is a specialty pharmaceutical company focused on developing and commercializing a range of wound care and muco-adhesive film products based on its Nanoflex and OraDisc technologies for patients, healthcare professionals and healthcare payers. The Company operates through the research, development and commercialization of pharmaceutical products segment. Utilizing its technologies, three of its products have been approved for marketing in various global markets. Altrazeal Transforming Powder Dressing is based on its Nanoflex technology, which changes the way healthcare providers approach their treatment of wounds. The product is indicated for both exuding acute wounds, such as donor sites, non-healing surgical wounds, and trauma and for chronic wounds, such as venous leg ulcers, diabetic foot ulcers and pressure ulcers. Aphthasol is a drug approved for the treatment of canker sores. OraDisc is developed as an improved drug delivery system for the treatment of canker sores. ULURU Inc. (OTCMKTS:ULUR) Recent Trading Information
ULURU Inc. (OTCMKTS:ULUR) closed its last trading session up +0.0149 at 0.0799 with 155,052 shares trading hands.