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