0001168220-13-000052.txt : 20130819 0001168220-13-000052.hdr.sgml : 20130819 20130819102202 ACCESSION NUMBER: 0001168220-13-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130815 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130819 DATE AS OF CHANGE: 20130819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULURU INC. CENTRAL INDEX KEY: 0001168220 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 412118656 STATE OF INCORPORATION: NV FISCAL YEAR END: 0913 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33618 FILM NUMBER: 131047220 BUSINESS ADDRESS: STREET 1: 4452 BELTWAY DRIVE CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 214-905-5145 MAIL ADDRESS: STREET 1: 4452 BELTWAY DRIVE CITY: ADDISON STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: OXFORD VENTURES INC DATE OF NAME CHANGE: 20020225 8-K 1 form8k_081913.htm FORM 8-K AUGUST 19, 2013 form8k_081913.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 15, 2013

 
ULURU Inc.
(Exact Name of Registrant as Specified in its Charter)


         
Nevada
 
000-49670
 
41-2118656
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
         


 
4452 Beltway Drive
Addison, Texas 75001
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (214) 905-5145
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 



Item 8.01
Other Events.

On August 15, 2013, ULURU Inc. (the “Company”) provided notice to Ironridge Global III, LLC (“Ironridge”) for the redemption of all of the Company’s Series A Preferred Stock shares (the “Series A Shares”) held by Ironridge, a total of 65 Series A Shares.  An affiliate of Ironridge, the issuer of promissory notes held by the Company, due 7.5 years from the issue date, in the principal amount of $969,000 (the “Notes”), agreed to accept the cancellation of the Notes held by the Company as full and final payment for the redemption amounts of the Series A Shares.

The Company issued a press release reporting the redemption of the Series A Shares.  A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01 disclosure.



Item 9.01
Financial Statements and Exhibits
   
(d)
Exhibits
   
Exhibit No.
Description




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
ULURU Inc.
   
Date: August 19, 2013
 
By:
/s/ Terrance K. Wallberg
 
   
Terrance K. Wallberg
   
Vice President and Chief Financial Officer


 
 

 





EXHIBIT INDEX

Exhibit No.
Description
 

 

 
 

 

EX-99.1 2 ex_99-1.htm PRESS RELEASE, DATED AUGUST 19, 2013 ex_99-1.htm



 ULURU NEWS

Contact: Company
Kerry P. Gray
President & CEO
Terry K. Wallberg
Vice President & CFO
(214) 905-5145

ULURU INC. COMPLETES REDEMPTION OF PREFERRED STOCK

 
Addison, Texas, August 19, 2013; ULURU Inc. (OTCQB: ULUR), a specialty pharmaceutical company focused on the development of a portfolio of wound management and oral care products, today announced it has completed the redemption of all of the Company’s outstanding preferred stock.

On August 15, 2013, the Company provided notice to Ironridge Global III, LLC for the redemption of all of the Company’s Series A Preferred Stock held by Ironridge Global, a total of 65 Series A Preferred shares which, if elected, would have converted into 928,571 shares of common stock at a conversion price of $0.70 per share.  An affiliate of Ironridge Global III, LLC, the issuer of promissory notes held by the Company, due 7.5 years from the issue date, in the principal amount of $969,000, agreed to accept the cancellation of the promissory notes held by the Company in exchange for the redemption of the Series A Preferred shares.

Commenting on the redemption, Kerry P. Gray, President and CEO of ULURU, stated, “We are very pleased to have completed the redemption of all outstanding preferred stock without having to use any of our cash resources.  This transaction avoids the potential for the issuance of additional shares of common stock upon conversion and simplifies our capital structure.”

About ULURU Inc.:
ULURU Inc. is a specialty pharmaceutical company focused on the development of a portfolio of wound management and oral care products to provide patients and consumers improved clinical outcomes through controlled delivery utilizing its innovative Nanoflex® Aggregate technology and OraDisc™ transmucosal delivery system.  For further information about ULURU Inc., please visit our website at www.ULURUinc.com.  For further information about Altrazeal®, please visit www.Altrazeal.com.

This press release contains certain statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended.  These statements are subject to numerous risks and uncertainties, including but not limited to the benefits of redeeming the Company’s preferred stock, the simplification of our capital structure due to the redemption, and the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and other reports filed by us with the Securities and Exchange Commission.