ULURU Inc. (OTCMKTS:ULUR) Files An 8-K Entry into a Material Definitive Agreement
Entry into a Material Definitive Agreement
Note, Warrant and Preferred Stock Purchase Agreement (the
Purchase Agreement) with Velocitas Partners, LLC and an
affiliated entity (Velocitas”) under which the Company is
expected to receive $3,000,000 in gross proceeds, and may receive
proceeds of up to $6,000,000, in two closings scheduled to occur
prior to the end of March 2017 (the Financing).
the purchase by Velocitas at face value of a $500,000 Secured
Convertible Promissory Note (the Initial Note) with the Initial
Note accruing interest at 12.5% per annum and having a term of
two years (subject to acceleration under certain circumstances).
The Initial Note is convertible into shares of common stock at a
conversion price of $0.04 per share, subject to equitable
adjustments. The Initial Note is secured by all of the assets of
the Company and its subsidiaries to a Security Agreement executed
at the initial closing.
within 30 days of the initial closing, subject to conditions
precedent described therein. The Purchase Agreement provides
that, at the second closing, (a) Velocitas shall purchase at face
value an additional $500,000 Secured Convertible Note on terms
similar to the Initial Note (the Second Note), and (b) one or
more affiliates of Velocitas will purchase Series B Convertible
Preferred Stock of the Company for net proceeds of not less than
$2,000,000 nor more than $5,000,000, with such dollar amount to
be designated by the purchasers prior to the second closing, at
an as-converted-to-common stock purchase price of $0.04 per share
(the Equity Offering).
issued in connection with the second closing, will (a) vote
together with the common stock as a single class (subject to
standard protective provisions for the Series B Convertible
Preferred Stock), (b) have the same dividend rights as the Common
Stock, (c) have a liquidation preference equal to the greater of
its purchase price and its as converted-to-common stock value,
and (d) automatically convert 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
Convertible Preferred Stock) to convert to common stock.
agreed to issue to 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 has agreed to acquire the Altrazeal
distributor agreements Velocitas has with its sub-distributors in
exchange for the issuance of 13,375,000 shares of common stock
(the Assignment Shares).
$4,000,000 (with such deficit being referred to as Proceeds Gap),
the Company is obligated to seek capital, in an amount at least
equal to the Proceeds Gap, from third parties in a private
placement over the next 180 days. Velocitas negotiated with the
Company to establish the $0.04 per share price for the shares of
Common Stock underlying the Series B Convertible Preferred Stock.
After this price negotiation was completed, Bradley J. Sacks,
Chairman of the Board of Directors, was requested to provide a
backstop for the Equity Offering to ensure that the Company
raised sufficient capital to effect its current business plan. If
the Company is unable to raise additional capital at least equal
to the Proceeds Gap from third parties, to a Backstop Agreement,
Mr. Sacks has agreed that he or his affiliates will purchase a
number of shares of common stock, at a price of $0.04 per share
(equal to the price being paid by Velocitas for the shares
underlying the Series B Convertible Preferred Stock), with a
purchase price equal to the Proceeds Gap.
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 Convertible Preferred Stock. The effectiveness of the
voting agreement is conditioned upon the second closing, and any
purchasers of Series B Preferred Stock will join the voting
agreement at that time.
entered into an Investor Rights Agreement that provides the
parties thereto with demand, demand Form S-3 and piggy back
registration rights, Rule 144 information rights, and right of
first offer (or preemptive right) in connection with future sales
of securities by the Company (subject to standard exceptions).
The Investor Rights Agreement includes indemnification
obligations associated with the registration rights. Michael I.
Sacks and Bradley Sacks and affiliates are parties to the
Investor Rights Agreement, in part in exchange for the
termination by certain of such persons and The Punch Trust of a
Registration Rights Agreement dated as of January 31, 2014.
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 is filing herewith or
will be filed in connection with the second closing. 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 the Company.
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Initial Note, the Second Note and the Security Agreement is
incorporated herein by this reference.
Unregistered Sale of Equity Securities
Preferred Stock, the shares of common stock issuable upon
exercise or conversion thereof 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 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.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
the Company appointed Ms. Vaidehi Shah to serve as the Companys
Chief Executive Officer and to also serve as a member of the
Companys Board of Directors. Ms. Shahs initial compensation will
be $100,000 per year.
investment experience. As Founder and Managing Director of
Velocitas Healthcare, Ms. Shah developed a global distribution
platform for small and medium sized enterprises with innovative
medical devices spanning over 50 countries. She also serves as
Managing Partner of TEAMFund, an impact investment enterprise
that invests in innovative medical technologies that address
unmet health needs in the worlds most underserved areas including
India and Sub-Saharan Africa. Ms. Shah also acted as Chief
Executive Officer of the Daotec Group, an Austrian technology
business offering communications and mobile payment services in
over sixty countries. During her three years at Daotec, she led
its transformation from a telecom services provider into an
international, financially regulated payment service institution.
investment professional at leading financial institutions such as
Goldman Sachs, The Carlyle Group, Eton Park and the World Bank
where she executed public and private debt and equity
investments. During this time, she also helped accelerate growth
at a number of her investee companies by devising and
implementing new financial and business strategies. Ms. Shah also
serves as a Regional Director of the Harvard Healthcare Alumni
Association in Austria. She received her M.B.A. from Harvard
Business School and graduated summa cum laude and Phi Beta Kappa
from Wellesley College, with a B.A. in Mathematics and Economics.
that both Mr. Anish Shah and Ms. Oksana Tiedt will join the
Company to serve as part of the Companys executive management
team and together with Mr. Arindam Bose will also join the
Companys Board of Directors.
Financing, the Company received resignation notices from Helmut
Kerschbaumer, the Companys Interim President, Chief Executive and
Director, and Klaus Kuehne, a member of the Companys Board of
Regulation FD Disclosure
announcing the execution of 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
Note, Warrant and Preferred Stock Purchase Agreement,
dated February 27, 2017 by and between ULURU Inc. and
Velocitas Partners, LLC
Secured Convertible Promissory Note, dated February 27,
2017 in favor of Velocitas Partners, LLC
Security Agreement, dated February 27, 2017 among ULURU
Inc., the subsidiaries of the ULURU Inc. and Velocitas
Voting Agreement, dated February 27, 2017 among ULURU
Inc., Velocitas Partners, LLC and certain parties thereto
Investor Rights Agreement, dated February 27, 2017 among
ULURU Inc., Velocitas Partners, LLC and certain parties
Backstop Agreement, dated February 27, 2017 among ULURU
Inc., Bradley J. Sacks and Velocitas Partners, LLC
Press Release, dated February 28, 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 +0.0081 at 0.0711 with 1,100 shares trading hands.