0001209191-17-026444.txt : 20170410
0001209191-17-026444.hdr.sgml : 20170410
20170410171659
ACCESSION NUMBER: 0001209191-17-026444
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170331
FILED AS OF DATE: 20170410
ISSUER:
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: 0331
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velocitas Partners LLC
CENTRAL INDEX KEY: 0001703243
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33618
FILM NUMBER: 17754284
BUSINESS ADDRESS:
STREET 1: 2113 DUCK HUNTER POINT
CITY: FLORENCE
STATE: SC
ZIP: 29501
BUSINESS PHONE: 646-244-1797
MAIL ADDRESS:
STREET 1: 2113 DUCK HUNTER POINT
CITY: FLORENCE
STATE: SC
ZIP: 29501
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-31
0
0001168220
ULURU Inc.
ULUR
0001703243
Velocitas Partners LLC
2113 DUCK HUNTER POINT
FLORENCE
SC
29501
0
0
1
0
Common Stock
2017-03-31
4
P
0
13375000
A
13375000
D
Secured Convertible Promissory Note
0.04
2017-03-31
4
P
0
500000
500000.00
A
2017-03-31
2019-02-27
Common Stock
12500000
1000000
D
Warrant (Right to Buy)
0.04
2017-03-31
4
P
0
57055057
A
2017-03-31
2027-03-31
Common Stock
57055057
57055057
D
Series B Convertible Preferred Stock
2017-03-31
4
P
0
1250
4000.00
A
Common Stock
125000000
125000000
I
See Footnote
The Reporting Person acquired shares of the Issuer's Common Stock in consideration for the assignment to the Issuer by an affiliate of the Reporting Person of certain distributor agreements that the entities related to the Reporting Person has entered into with third parties to distribute Altrazeal on an exclusive basis in certain markets.
The principal amount of, and accrued interest on, the Secured Convertible Promissory Note (the "Note") is convertible into shares of Common Stock of the Issuer at the conversion price: (i) at the option of the Reporting Person at any time; or (ii) automatically on February 27, 2019 (the "Maturity Date") unless an Event of Default (as defined in the Note) is occurring and continuing as of the Maturity Date.
The warrant was issued for no additional consideration in connection with the offer and sale of the Note on the same day.
Each share of Series B Convertible Preferred Stock has no expiration date and is currently convertible into 100,000 shares of the Issuer's common stock, provided that no holder of shares of Series B Preferred Stock shall be entitled to convert such share to the extent that the conversion of such share of Series B Preferred Stock would require the issuance of a number of shares of Common Stock of the Issuer that then exceed the number of authorized but unissued shares of Common Stock of the Issuer as of the date of such conversion.
The shares of Series B Convertible Preferred Stock were purchased by Velocitas I LLC, an affiliate of the Reporting Person. The Reporting Person is the sole member of Velocitas Manager LLC, the manager of Velocitas I LLC. As a result, the Reporting Person shares the power to vote, acquire, hold and dispose of the shares owned by the Velocitas I LLC. The Reporting Person disclaims beneficial ownership of the securities owned by Velocitas I LLC except to the extent of its pecuniary interest therein.
/s/ Vaidehi Shah, Managing Member
2017-04-10