SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

[Rule 13d-101]

Information to be Included in Statements Filed Pursuant to §240.13d-1(a)

and Amendments Thereto Filed Pursuant to §240.13d-2(a)

(Amendment No. 2)

ULURU INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

90403T209

(CUSIP Number)

The Punch Trust

c/o Clermont Corporate Services Limited

Nerine Chambers

P.O. Box 905

Road Town, Tortola

British Virgin Islands

41-22-718-7810

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 27, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90403T209 SCHEDULE 13D/A

	1.	Names of Reporting Persons The Punch Trust
	2.	Check the Appropriate Box if a Member of a Group (see instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (see instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 1,000,000
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 1,000,000
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  o
	13.	Percent of Class Represented by Amount in Row (11) 4.03%1
	14.	Type of Reporting Person (see instructions) OO

¹ Based upon 24,819,534 shares of Common Stock outstanding as of May 15, 2015 as represented in ULURU Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission on May 15, 2015.

1

CUSIP No. 90403T209 SCHEDULE 13D/A

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is filed by The Punch Trust (“TPT”) with respect to ownership of shares of the common stock, par value $0.001 per share (the “Common Stock”), of ULURU Inc., a Nevada corporation (“ULURU”), and amends and supplements the Schedule 13D filed on February 5, 2014, as amended by Amendment No. 1 filed on April 2, 2015 (the “Original Schedule 13D” and together with this Amendment No. 2, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Original Schedule 13D.

This Amendment No. 2 is the final amendment to the Original Schedule 13D and an exit filing for TPT.  

This Amendment No. 2 is being filed to amend Items 4, 5, 6 and 7 of the Schedule 13D as follows:

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

On July 27, 2015, ULURU entered into a letter agreement with TPT and Michael I. Sacks (“M Sacks”) (the “Agreement”) pursuant to which, among other things, ULURU agreed to expand the ULURU Board (the “Board”) to five directors from four, appoint Bradley J. Sacks (“B Sacks”) to the Board on the effective date of the Agreement and expand the Board from five to six directors effective as of the date of ULURU’s 2015 Annual Meeting (the “2015 Annual Meeting”). Following the appointment of B Sacks, the Board’s nominee for the vacancy on the Board effective as of the date of the 2015 Annual Meeting will be reserved for Robert F. Goldrich (who, together with B Sacks, are referred to as the “Designees”). ULURU agreed that the vacancy on the Board will not be filled until the 2015 Annual Meeting and the Board will not be further expanded before the 2015 Annual Meeting.

ULURU has agreed to (a) use its reasonable best efforts to file its definitive proxy statement for the 2015 Annual Meeting (the “2015 Proxy Statement”) promptly, and in no event later than August 15, 2015, (b) include the Designees on the Board’s slate of nominees for election to the Board at the 2015 Annual Meeting and (c) use its reasonable best efforts to hold the 2015 Annual Meeting no later than September 30, 2015. ULURU has further agreed that it and its directors and officers will use their reasonable best efforts to cause the election of the Designees at the 2015 Annual Meeting (including, without limitation, recommending that ULURU’s stockholders vote in favor of the election of the Designees together with the other directors included on the Board’s slate of nominees and supporting the Designees and soliciting proxies for their election). If either or both of the Designees shall, prior to the 2016 annual meeting of stockholders (the “2016 Annual Meeting”), become unable to serve on the Board, as a result of death, incapacity or a bona fide reason (whether work-related or personal), M Sacks has the right to designate any replacement nominee (each, a “Replacement Nominee”) to serve as a Designee, subject to the approval of the nominating committee of the Board, such approval not be unreasonably withheld. ULURU will have the same obligations under the Agreement with respect to any Replacement Nominee as it does with respect to any Designee, including promptly filling any vacancy on the

2

Board with a Replacement Nominee after the 2015 Annual Meeting and prior to the 2016 Annual Meeting. The Company agreed to file a press release regarding the Agreement in the form attached as Annex A to the Agreement.

Concurrent with and subject to the execution and delivery of the Agreement, TPT, M Sacks and IMPD GmbH entered into an amendment to the Stockholders’ Agreement, dated as of January 31, 2014, by and among such parties (the “Stockholders’ Agreement”), to terminate the voting provisions contained in Section 4 of the Stockholders’ Agreement pursuant to which they agreed to collectively vote their ULURU shares. As a result of the termination of such voting provisions, TPT, M Sacks and IPMD shall no longer be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.

Other than as described above or elsewhere in this Schedule 13D, TPT does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although TPT may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

 Item 5(a), (b) and (c) of the Schedule 13D are amended and supplemented as follows:

 (a)     TPT beneficially owns 1,000,000 shares of Common Stock, representing 4.03% of the issued and outstanding shares of Common Stock.

M Sacks beneficially owns 2,000,000 shares of Common Stock, representing 8.06% of the issued and outstanding shares of Common Stock.

Centric Capital Ventures LLC (“Centric Capital”) directly beneficially owns 20,000 shares of Common Stock and by virtue of his control of Centric Capital as its Managing Member, B Sacks is deemed to beneficially own such 20,000 shares of Common Stock, representing 0.08% of the issued and outstanding shares of Common Stock.

The foregoing percentages are based upon 24,819,534shares of Common Stock outstanding as of May 15, 2015, as represented in ULURU’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on May 15, 2015.

TPT disclaims any beneficial ownership or pecuniary interest in the shares of Common Stock beneficially owned by M Sacks, B Sacks or Centric Capital.  Any information regarding M Sacks described in this Schedule 13D is based on information provided by M Sacks to TPT.  Any information regarding B Sacks or Centric Capital described in this Schedule 13D is based on information provided by B Sacks and Centric Capital to TPT.

B Sacks, Centric Capital and M Sacks may continue to be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, however, as of the date of the Agreement, TPT shall no longer be deemed to be a member of a “group” with B Sacks, Centric Capital and M Sacks. Accordingly, since TPT is no longer a “group” member and its beneficial ownership of Common Stock is less than 5%, this Amendment No. 2 constitutes TPT’s exit filing.

3

(b)         Following the termination of the voting provisions of the Stockholders’ Agreement, TPT has sole voting and dispositive power with respect to the 1,000,000 shares of Common Stock it directly beneficially owns and M Sacks has sole voting and dispositive power with respect to the 2,000,000 shares of Common Stock he directly beneficially owns.

Centric Capital has sole voting and dispositive power over 20,000 shares of Common Stock, which shares are deemed to be beneficially owned by B Sacks by virtue of his control of Centric Capital as its Managing Member.

 (c)          No transactions in the shares of Common Stock have been effected by TPT during the past 60 days and to the knowledge of TPT, no transactions in the shares of Common Stock have been effected by any of the other persons named in paragraph (a) above during the past 60 days.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding thereto the information contained in Items 4 and 5 of this Amendment No. 2 and as follows:

References to and descriptions of the Agreement and the Amendment to Stockholders’ Agreement included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements attached hereto as Exhibits 99.1 and 99.2, and each is incorporated herein by this reference.

Item 7.  Material to be Filed as Exhibits.

99.1	Agreement, dated July 27, 2015, between ULURU Inc., The Punch Trust and Michael I. Sacks
99.2	Amendment to Stockholders’ Agreement, dated as of July 27, 2015, by and among The Punch Trust, Michael I. Sacks and IPMD GmbH

4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 28, 2015	The Punch Trust
	By:	/s/ Elliot Goodman
		Name: Elliot Goodman
		Authorised Signatory
	By:	/s/ Valerie Dagnaud
		Name: Valerie Dagnaud
		Authorised Signatory

5

CLERMONT CORPORATE SERVICES LIMITED (the "Company")RESOLUTION IN WRITING OF THE DIRECTORS OF THE COMPANY IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATIONDated this 20day of February 2014The undersigned, being the directors of the Company, a BVI business company organised and existing under the laws of the British Virgin Islands, hereby consent to the adoption of the following resolutions:IT IS NOTED THAT the directors of the Company wish to update the Company's list of authorised signatories so as to remove Mrs Mylene Metraz as an authorised signatory of the Company and so as to appoint Mrs Michelle Bezerra Schoninger in Mrs Metraz's place.IT IS RESOLVED:1.THAT the said Mrs Mylene Metraz shall be removed as a signatory of the Company with effect from the date of this resolution;2.THAT the following persons shall hereafter be regarded as full signatories of the Company (the "Authorised Signatories"), subject to such restrictions regarding their signing powers as may be imposed in this, or future, resolutions of the Company:• Graham Sedgwick; • Jonathan Bailey; • Michael Cohen; • Valerie Dagnaud; • Wayne Francis; • Jenny Wang Cerf; • Elliot Goodman; and • Michelle Bezerra Schoninger; and 3. THAT, subject to future resolutions of the Company to the contrary, any two or more Of the Authorised Signatories acting together shall have the power to bind the Company. Graham Sedgwick Wayne Francis Michael Cohen Valerie Dagnaud Elliot Goodman Joanathan Bailey

EX-99.1

Exhibit 99.1

ULURU Inc.

4452 BELTWAY DRIVE

ADDISON, TX 75001

July 27, 2015

The Punch Trust

c/o Clermont Corporate

Services Limited

Nerine Chambers

P.O. Box 905

Road Town, Tortola

British Virgin Islands

Michael I. Sacks

11th Floor, Sandton City Office Towers

Sandhurst, Ext 3, Sandton, 2196

South Africa

Dear Sirs:

ULURU Inc. (the “Company”) is in receipt of the letter from Clermont Corporate Services Limited as Trustee of The Punch Trust (“TPT”) dated April 1, 2015 with respect to its submission of nominations (the “TPT Nominations Letter”) in accordance with the Company’s bylaws of two individuals for election to the Company’s Board of Directors (the “Board”) at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”). The Company’s Board has determined that it is in the best interests of the Company and its stockholders to reach an agreement with respect to the TPT Nominations Letter and certain other matters, as provided for in this letter agreement (this “Agreement”):

1. The Company hereby certifies that prior to the date hereof, the Board and any applicable Board committee have each taken all necessary actions to approve (A) an expansion of the size of the Board from four to five directors, (B) the appointment of Bradley J. Sacks (“B Sacks”) to the Board on the Effective Date (as defined below) of this Agreement and (C) the expansion of the Board from five to six directors effective as of the date of the 2015 Annual Meeting. Without any further action required by the Company, B Sacks shall be a member of the Board on the date on which the last party hereto executes and delivers their signed acknowledgement of this Agreement (the “Effective Date”).

2. Following the appointment of B Sacks, the Board’s nominee for the vacancy on the Board effective as of the date of the 2015 Annual Meeting shall be reserved for Robert F. Goldrich (who, together with B Sacks, shall be referred to herein as the

“Designees”). The vacancy on the Board shall not be filled until the 2015 Annual Meeting and the Board shall not be further expanded before the 2015 Annual Meeting. The Designees shall be subject to all policies of the Board applicable to all directors generally, including the Company’s Board Confidentiality Policy.

3. The Company shall use its reasonable best efforts to file its definitive proxy statement for the 2015 Annual Meeting (the “2015 Proxy Statement”) promptly, and in no event later than August 15, 2015, shall include the Designees on the Board’s slate of nominees for election to the Board at the 2015 Annual Meeting and shall use its reasonable best efforts to hold the 2015 Annual Meeting no later than September 30, 2015. The Board and any applicable Board committee shall take all necessary actions to effect the foregoing. The Company and its directors and officers shall use their reasonable best efforts to cause the election of the Designees at the 2015 Annual Meeting (including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the Designees together with the other directors included on the Board’s slate of nominees and supporting the Designees and soliciting proxies for their election). If either or both of the Designees shall, prior to the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”), become unable to serve on the Board, as a result of death, incapacity or a bona fide reason (whether work-related or personal), Michael I. Sacks (“M Sacks”) shall designate any replacement nominee (each, a “Replacement Nominee”) to serve as a Designee, subject to the approval of the nominating committee of the Board of Directors of the Company, such approval not to be unreasonably withheld. The Company shall have the same obligations under this Agreement with respect to any Replacement Nominee as it does with respect to any Designee, including promptly filling any vacancy on the Board with a Replacement Nominee after the 2015 Annual Meeting and prior to the 2016 Annual Meeting, subject to the approval of the nominating committee of the Board of Directors of the Company, such approval not to be unreasonably withheld.

4. Concurrent with and subject to the execution and delivery of this Agreement, TPT, M Sacks and IMPD GmbH are entering into an amendment to the Stockholders’ Agreement, dated as of January 31, 2014, by and among such parties (the “Stockholders’ Agreement”), to terminate the voting provisions contained in Section 4 of the Stockholders’ Agreement. TPT and M Sacks represent that no other amendments or modifications have been made to the Stockholders’ Agreement subsequent to April 2, 2015.

5. Promptly following the execution of this Agreement, the Company shall issue a press release in the form attached hereto as Annex A, which shall be included by the Company as an exhibit to its Form 8-K filing with the Securities and Exchange Commission (the (“SEC”).  Neither the Company nor any of its affiliates nor TPT, M Sacks or any of their affiliates shall make or cause to be made any public announcement or statement that is inconsistent with or contrary to the statements made in such press release. Any disclosure in amendments to the Schedule 13D filings to be made by TPT and M Sacks shall be consistent with such joint press release.

2

6. Each party represents and warrants that: (a) such party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by such party and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such party or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would reasonably be expected to constitute a breach, violation or default) under, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, organizational document, commitment, understanding or arrangement to which such person is a party or by which such party may otherwise be bound.

7. The Company represents and warrants that since March 31, 2015, except as otherwise disclosed in its filings with the Securities and Exchange Commission, the Company (a) has not engaged in any transaction (including, without limitation, any financing transaction, issuance of any securities, acquisition, disposition, litigation settlement, conclusion of executive remuneration agreements or termination arrangements, recapitalization transaction, dividend, distribution, amendments to the Company’s bylaws or articles of incorporation or any other changes to the Company’s constituent documents or composition of the Board) other than in its ordinary course of its business and (b) has conducted its business in a manner consistent with past practice.

8. The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy.  Accordingly, each party agrees that in addition to other remedies a party shall be entitled to at law or equity, such party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the federal or state courts of the State of Nevada.  Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal or state courts of the State of Nevada in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of Nevada, and each of the parties irrevocably waives the right to trial by jury and (d) irrevocably consents to service of process by an international courier service,

3

signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law.  The prevailing party in a proceeding arising in connection with the enforcement of this Agreement shall be reimbursed by the party found to have breached this Agreement for such non-breaching party’s reasonable attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such proceeding. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

9. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

10. Each of the parties shall take such further actions (including the execution and delivery of such further instruments and documents) as any other party to this Agreement may reasonably request.

11. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

12. In the event that any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be interpreted so as to comply with the ruling of such court and such holding shall in no way affect, invalidate, or render unenforceable any other provision hereof.

13. This Agreement may be executed and delivered in counterpart signature pages executed and delivered via facsimile transmission or via email with scanned or PDF attachment, and any such counterpart so executed and delivered via facsimile transmission or via email will be deemed an original for all intents and purposes.

14. Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto.

15. This Agreement may be modified, amended or otherwise supplemented only by a writing signed by all of the parties hereto.  No waiver of any right or power hereunder shall be deemed effective unless and until a writing waiving such right or power is executed by the party waiving such right or power.

16. This Agreement represents the entire mutual understanding (and supersedes any and all understandings, negotiations and/or agreements, written or oral, not expressly set forth in this Agreement) between the parties hereto with respect to the subject matter hereof

4

Sincerely,

ULURU Inc.

By:	/s/ Kerry P. Gray
	Name: Kerry P. Gray
	Title: President & CEO
Acknowledged and Agreed:
Clermont Corporate Services Limited		Date:  July 27, 2015
as Trustee of The Punch Trust
By:	/s/ Elliot Goodman
	Name: Elliot Goodman
	Authorised Signatory
By:	/s/ Valerie Dagnaud
	Name: Valerie Dagnaud
	Authorised Signatory
/s/ Michael I. Sacks		Date:  July 27, 2015
Michael I. Sacks

5

Annex A

Press Release

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 __, 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.

EX-99.2

Exhibit 99.2

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of July 27, 2015 by and among Michael Sacks (“Sacks”), The Punch Trust (“TPT”) and IPMD GmbH, an Austrian limited liability company (“IPMD” and, collectively, with Sacks and TPT, the “Investors”).

WHEREAS, the Investors hold shares of ULURU Inc. (“ULURU”) common stock;

WHEREAS, the Investors entered into that certain Stockholders’ Agreement dated as of January 31, 2014 (the “Stockholders’ Agreement”) with respect to certain matters relating to their investment in ULURU;

WHEREAS, concurrent with the execution and delivery of this Amendment, Sacks, TPT and the ULURU are entering into a letter agreement with respect to the election of two nominees to ULURU’s Board of Directors (the “Letter Agreement”); and

WHEREAS, the Investors now desire to amend the Stockholders’ Agreement to terminate the provisions therein with respect to the voting of ULURU shares.

NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligations hereinafter set forth, the parties hereto agree as follows:

1.Amendment. Section 4 (inclusive of Sections 4.1 through 4.6) of the Stockholders’ Agreement is hereby deleted in its entirety and the provisions therein with respect to voting ULURU shares are hereby terminated.

2.Effectiveness; Effect of Amendment. This Amendment shall only become effective upon the effectiveness of the Letter Agreement. If the Letter Agreement does not become effective, this Amendment shall be null and void. The parties hereby agree and acknowledge that except as provided in this Amendment, the Stockholder’s Agreement remains in full force and effect and has not been modified or amended in any other respect, it being the intention of the parties hereto that this Amendment and the Stockholders’ Agreement be read, construed and interpreted as one and the same instrument.

3.Applicable Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

4.Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

5.Further Assurances. In the event that any further action is necessary or desirable to carry out the purposes of this Amendment in a manner consistent with this Amendment, each of the parties will take such further action as the requesting party may reasonably request.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

/s/ Michael Sacks
Michael Sacks
THE PUNCH TRUST
By:	/s/ Elliot Goodman
Name:	Elliot Goodman
Title:	Authorised Signatory
By:	/s/ Valerie Dagnaud
Name:	Valerie Dagnaud
Title:	Authorised Signatory
IPMD GMBH
By:	/s/ Helmut Kerschbaumer     Klaus Kuehne
Name:	Helmut Kerschbaumer     Klaus Kuehne
Title:	Managing Directors