0001168220-15-000066.txt : 20150728 0001168220-15-000066.hdr.sgml : 20150728 20150728091129 ACCESSION NUMBER: 0001168220-15-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150728 DATE AS OF CHANGE: 20150728 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33618 FILM NUMBER: 151008440 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: ULURU INC. DATE OF NAME CHANGE: 20060417 FORMER COMPANY: FORMER CONFORMED NAME: OXFORD VENTURES INC DATE OF NAME CHANGE: 20020225 8-K 1 form8k_072815.htm FORM 8-K JULY 28, 2015 form8k_072815.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): July 27, 2015

 
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)
 
 
(214) 905-5145
(Registrant’s telephone number, including area code) 


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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 


Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 20, 2015, the Board of Directors of ULURU Inc. (the “Company”) expanded the size of the Board of Directors (the “Board”) of the Company to five directors and appointed Bradley J. Sacks to fill the vacancy.  Mr. Sacks was appointed pursuant to the terms of a letter agreement dated July 27, 2015 (the “Letter Agreement”) between the Company, on the one hand, and Clermont Corporate Services Limited as Trustee of The Punch Trust (“TPT”) and Michael I Sacks (“M. Sacks”), on the other hand.

Pursuant to the terms of the Letter Agreement, the Company agreed to expand the size of the Board to five directors and to immediately appoint Bradley J. Sacks to fill the vacancy.  Mr. Sacks is an investor and advisor, and has been since 2009 the managing member of Centric Capital Ventures LLC, a private investment entity.  Centric Capital has a 50% ownership position in a company that has licensed the rights to Altrazeal® for distribution in South Africa.  From 2006 to 2009, Mr. Sacks was the Managing Director, Global Head of Technology, Media and Telecom M&A, of Bank of America Securities.

In addition, the Company agreed to expand the Board to six directors effective as of the date of the Company’s 2015 Annual Meeting of Stockholders and to include Robert F. Goldrich as a nominee of the Board, along with Bradley J. Sacks and such additional nominees as selected by the Board, at the 2015 Annual Meeting of Stockholders.  As part of the Letter Agreement, M. Sacks and TPT agreed to terminate the provisions of their Stockholders Agreement dated April 2, 2015 with IPMD GmbH under with TPT, M. Sacks and IPMD GmbH agreed to vote their shares of common stock of the Company collectively.  The Letter Agreement does not obligate any of the Company, TPT, or M. Sacks with respect to the 2016 Annual Meeting of Stockholders or afterwards.


Item 7.01
Regulation FD Disclosure

On July 28, 2015, the Company issued a press release entitled “ULURU INC. ANNOUNCES THE SCHEDULE FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS AND THE APPOINTMENT OF BRADLEY J. SACKS TO THE BOARD OF DIRECTORS”.  A copy of the press release is attached hereto as Exhibit 99.

The information set forth in this Item 7.01 and Exhibit 99 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.


Item 8.01
Other Events

The Company’s Board of Directors has determined that the 2015 Annual Meeting of the Stockholders will be held on Friday, September 25, 2015 at 10:00 a.m., Central Daylight Time at the offices of ULURU Inc., 4452 Beltway Drive, Addison, TX 75001, (214) 905-5145.

In accordance with the provisions of the Company’s bylaws, the Board of Directors has fixed the close of business on July 31, 2015, as the record date for the determination of the holders of the shares of our Common Stock entitled to notice of, and to vote at, the 2015 Annual Meeting of Stockholders, and at any adjournment or postponement.


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: July 28, 2015
  
By:
/s/ Terrance K. Wallberg
  
   
Terrance K. Wallberg
   
Vice President and Chief Financial Officer


 
 
 



Exhibit Index


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


 
 
 

EX-99 2 ex_99.htm PRESS RELEASE, DATED JULY 28, 2015 ex_99.htm
 
ULURU NEWS

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


ULURU INC.
 
ANNOUNCES THE SCHEDULE FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS
 
 AND THE APPOINTMENT OF BRADLEY J. SACKS TO THE BOARD OF DIRECTORS
 

Addison, Texas, July 28, 2015; ULURU Inc. (OTCQB: ULUR) announced today the schedule for the 2015 Annual Meeting of Stockholders and the appointment of Bradley J. Sacks to the Company’s Board of Directors.

The Company’s Board of Directors has determined that the 2015 Annual Meeting of the Stockholders will be held on Friday, September 25, 2015 at 10:00 a.m., Central Daylight Time at the offices of ULURU Inc., 4452 Beltway Drive, Addison, TX 75001.

In accordance with the provisions of the Company’s bylaws, the Board of Directors has fixed the close of business on July 31, 2015, as the record date for the determination of the holders of the shares of our Common Stock entitled to notice of, and to vote at, the 2015 Annual Meeting of Stockholders, and at any adjournment or postponement.

In response to the nomination of two directors by a major stockholder, the Company’s Board of Directors has agreed to expand the Board of Directors from four to five members immediately and to six directors at the 2015 Annual Meeting of Stockholders. The Board appointed Bradley J. Sacks to fill the initial vacancy on the Company’s Board of Directors. Mr. Sacks is an investor and advisor, and has been since 2009 the managing member of Centric Capital Ventures LLC, a private investment entity. Centric Capital has a 50% ownership position in a company that has licensed the rights to Altrazeal® for distribution in South Africa. From 2006 to 2009, Bradley J. Sacks was the Managing Director, Global Head of Technology, Media and Telecom M&A, of Bank of America Securities.

In addition, the Board of Directors will be recommending the appointment of Robert F. Goldrich to fill the sixth seat on the board at the 2015 Annual Meeting of Stockholders.  Mr. Goldrich has extensive experience in global financial markets having worked for Credit Suisse and Morgan Stanley & Co.

As part of the agreement, the nominating stockholder and Michael I. Sacks agreed to terminate the joint voting provisions of a stockholders’ agreement between them and IPMD GmbH, the largest stockholder of the Company.

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.

ULURU Inc. (OTCQB: ULUR) trades on the OTCQB Venture stage marketplace for early stage and developing U.S. and international companies. Companies are current in their reporting and undergo an annual verification and management certification process. Investors can find Real-Time quotes and market information for the company on www.otcmarkets.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 risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and other reports filed by us with the Securities and Exchange Commission.