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
.
* 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
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Michael I. Sacks
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2.
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Check the Appropriate Box if a Member of a Group
(see instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
(see
instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or
2(e)
o
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6.
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Citizenship or Place of
Organization
South Africa
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
30,050,490
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
30,050,490
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
30,050,490
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
o
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13.
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Percent of Class Represented
by Amount in Row (11)
39.0%
1
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14.
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Type of Reporting Person
(see instructions)
IN
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1
Based upon 62,974,431 shares of Common Stock outstanding as of February 27, 2017,
as provided to the Reporting Person by ULURU Inc.
CUSIP No. 90403T209
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SCHEDULE 13D/A
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This Amendment No. 4
to Schedule 13D (this “Amendment No. 4”) is filed by Michael I. Sacks (“M Sacks”) 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, Amendment No. 2 filed on July 29, 2015, and Amendment No. 3 filed on April 1,
2016 (the “Original Schedule 13D” and together with this Amendment No. 4, the “Schedule 13D”).
Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Original
Schedule 13D.
This Amendment No. 4 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:
Velocitas Partners, LLC, a Delaware limited
liability company (“Velocitas”), and an affiliated entity entered into the Note, Warrant, and Preferred Stock Purchase
Agreement, dated as of February 27, 2017, with ULURU (the “Velocitas Purchase Agreement”) with respect to, among other
matters, (a) the issuance to Velocitas at the initial closing, held on February 27, 2017, of a secured promissory note in the
principal amount of $500,000 convertible into shares of Common Stock at a conversion price of $0.04 per share (subject to equitable
adjustments), and (b) subject to the conditions precedent specified therein, (i) the issuance to Velocitas at the second closing
(the “Second Closing”) of an additional secured convertible promissory note on terms similar to the initial convertible
note in the principal amount of $500,000, and a warrant to purchase 57,055,057 shares of Common Stock at an exercise price of
$0.04 per share, and (ii) the sale by ULURU of Series B Convertible Preferred Stock (the “Series B Preferred Stock”)
to certain investors. Under the Velocitas Purchase Agreement, one or more affiliates of Velocitas will purchase Series B Preferred
Stock for net proceeds of not less than $2,000,000 nor more than $5,000,000, with such dollar amount to be designated by the purchasers
prior to the Second Closing, at an as-converted-to-common stock purchase price of $0.04 per share (the “Series B Offering”).
If the gross proceeds from the Series B Offering are less than $4,000,000 (with such deficit being referred to as the “Proceeds
Gap”), ULURU is obligated to seek capital, in an amount at least equal to the Proceeds Gap, from third parties in a private
placement over the next 180 days. Velocitas negotiated with ULURU to establish the $0.04 per share price for the shares of Common
Stock underlying the Series B Preferred Stock. After this price negotiation was completed, Bradley Sacks, the Chairman of
the Board of Directors of ULURU (“B Sacks”), was requested to provide a backstop for the Series B Offering to ensure
that ULURU raised sufficient capital to effect its current business plan. If ULURU is unable to raise additional capital at least
equal to the Proceeds Gap from third parties, pursuant to the Backstop Agreement between B Sacks, Velocitas and ULURU, dated as
of February 27, 2017 (the “Backstop Agreement”), B Sacks has agreed that he or his affiliates will purchase up to
$2.0 million worth of Common Stock, as determined by Uluru, at a purchase price of $0.04 per share (equal to the price being paid
by Velocitas for the shares underlying the Series B Preferred Stock). In addition, at the Second Closing, ULURU has agreed to
acquire the Altrazeal distributor agreements Velocitas has with its sub-distributors in exchange for the issuance of 13,375,000
shares of Common Stock.
In connection with the execution of
the Velocitas Purchase Agreement, B Sacks, Centric Capital Ventures LLC, a Delaware limited liability company (“Centric
Capital”), M Sacks, Velocitas, Velocitas I LLC, Terrance K. Wallberg and Uluru entered into a Voting
Agreement, dated as of February 27, 2017 (the “Voting Agreement”), which shall become effective if and when the
Second Closing occurs. Pursuant to the Voting Agreement, the parties agreed that once the Voting Agreement is effective, the
size of the Board of Directors would be set at six directors, and the parties would vote for the election to the Board of
Directors of four persons designated by Velocitas (initially to be Anish Shah, Oksana Tiedt, Vaidehi Shah and Arindam Bose),
one director designated by B Sacks and one additional director designated by a major investor or by the Board of Directors.
In addition, the Voting Agreement provides for a vote in favor of a proposal to amend ULURU’s articles of incorporation
to increase the authorized shares as required to permit the conversion of the Series B Preferred Stock. The Voting
Agreement provides that purchasers of Series B Preferred Stock will become parties thereto at that time.
In addition, ULURU, Velocitas, B Sacks and
certain other parties entered into an Investor Rights Agreement, dated as of February 27, 2017 (the “Investor Rights Agreement”),
that provides the parties thereto with demand, demand Form S-3 and piggy back registration rights, Rule 144 information rights,
and right of first offer (or preemptive right) in connection with future sales of securities by ULURU (subject to standard exceptions).
Also, pursuant to this agreement, M Sacks and The Punch Trust agreed to terminate the Registration Rights Agreement dated as of
January 31, 2014.
On March 1, 2017, pursuant
to a letter agreement, Centric Capital and
M Sacks agreed to terminate, without the payment of any consideration by either party, the Put and Call Agreement which they had
entered into as of July 29, 2015 (the “Put and Call Agreement Termination Letter”).
Other than as described above or elsewhere
in this Schedule 13D, M Sacks 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 M Sacks may, at any time and from time
to time, review or reconsider his position and/or change his 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) M
Sacks beneficially owns 30,050,490 shares of Common Stock, which includes warrants to purchase 14,025,245 shares of Common
Stock, representing 39.0% of the outstanding shares of Common Stock.
Centric Capital directly beneficially owns
552,960 shares of Common Stock, which includes warrants to purchase 266,480 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 552,960 shares of Common Stock, representing 0.9% of the outstanding shares of Common Stock.
The foregoing percentages are based upon 62,974,431
shares of Common Stock outstanding as of February 27, 2017, as provided to M Sacks by ULURU.
M Sacks disclaims any beneficial ownership or pecuniary interest
in the shares of Common Stock beneficially owned by B Sacks or Centric Capital. 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 M Sacks.
M Sacks, B Sacks and Centric Capital may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.
Under its terms, the Voting Agreement does
not become effective if at all until the Second Closing. Upon its effectiveness, a “group” within the meaning of Rule
13d-5(b) under the Exchange Act may be deemed to be formed among M Sacks and the other parties to the Voting Agreement.
M Sacks would file an amendment to the Schedule 13D to reflect the changes to the information included herein as a result of any
such group formation.
(b) M
Sacks has sole voting and dispositive power with respect to the 30,050,490 shares of Common Stock he beneficially owns, which
includes warrants to purchase 14,025,245 shares of Common Stock.
Centric Capital has sole voting and dispositive
power over 552,960 shares of Common Stock, which includes warrants to purchase 266,480 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)
Except as described in Item 4 of this Amendment No. 4, no transactions in the shares of Common Stock have been effected
by M Sacks during the past 60 days, and to the knowledge of M Sacks, no transactions in the shares of Common Stock have
been effected by B Sacks or Centric Capital 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.4 and as follows:
References to and descriptions of the Velocitas
Purchase Agreement, the Backstop Agreement, the Voting Agreement, the Investor Rights Agreement and the Put and Call Agreement
Termination Letter 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, 99.2, 99.3, 99.4
and 99.5, and each is incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
99.1
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Note,
Warrant, and Preferred Stock Purchase Agreement dated as of February 27, 2017 by and
among ULURU Inc., Velocitas Partners, LLC and the investors who have executed a counterpart
signature page thereto.
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99.2
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Backstop Agreement dated as of February
27, 2017 by and among Uluru Inc., Bradley J. Sacks and Velocitas Partners LLC.
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99.3
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Voting Agreement dated as of February
27, 2017 by and among Uluru Inc. and the investors listed therein.
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99.4
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Investor Rights Agreement dated as of
February 27, 2017 by and among Uluru Inc. and the investors listed therein.
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99.5
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Put and Call Agreement Termination Letter,
dated March 1, 2017, between Michael I. Sacks and Centric Capital Ventures LLC.
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CUSIP No. 90403T209
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SCHEDULE 13D/A
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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: March 1, 2017
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/s/ Michael I. Sacks
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Michael I. Sacks
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