* 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
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1.
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NAMES OF REPORTING PERSONS
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Centric Capital Ventures LLC
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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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¨
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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)
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WC
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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)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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266,480
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NUMBER OF
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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29,953,205
1
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OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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552,960
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PERSON WITH:
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,953,205
1
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.1%
2
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14.
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TYPE OF REPORTING PERSON (see instructions)
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OO
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1
Includes shares of Common Stock held by the Reporting Person and certain other persons with whom the Reporting Person shares
voting control and shares of Common Stock that may be currently acquired upon conversion of convertible securities
beneficially owned by the Reporting Person.
2
Based upon 76,349,431 shares of Common
Stock outstanding as of March 31, 2017, as provided to the Reporting Person by ULURU Inc.
CUSIP
No. 90403T209
|
SCHEDULE
13D
|
|
|
1.
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NAMES OF REPORTING PERSONS
|
|
|
Bradley J. Sacks
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|
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2.
|
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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|
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|
(b)
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¨
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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)
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OO (See Item 3)
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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)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
|
United States
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|
7.
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SOLE VOTING POWER
|
|
|
266,480
|
NUMBER OF
|
|
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SHARES
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8.
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
29,953,205
3
|
OWNED BY
|
|
|
EACH
|
9.
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SOLE DISPOSITIVE POWER
|
REPORTING
|
|
552,960
|
PERSON WITH:
|
|
|
|
10.
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SHARED DISPOSITIVE POWER
|
|
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
29,953,205
3
|
|
|
|
|
|
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12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
39.1%
4
|
|
|
|
|
|
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14.
|
TYPE OF REPORTING PERSON (see instructions)
|
|
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|
IN
|
|
3
Includes shares of Common Stock held by the Reporting Person and certain other persons with whom the Reporting Person
shares voting control and shares of Common Stock that may be currently acquired upon conversion of convertible securities
beneficially owned by the Reporting Person.
4
Based upon 76,349,431 shares of Common
Stock outstanding as of March 31, 2017, as provided to the Reporting Person by ULURU Inc.
CUSIP
No. 90403T209
|
SCHEDULE
13D/A
|
|
This Amendment No. 4
to Schedule 13D (this “Amendment No. 4”) is filed by Centric Capital Ventures LLC, a Delaware limited
liability company (“Centric Capital”), and Bradley J. Sacks (“B Sacks”), the Managing Member of
Centric Capital, 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 April 2, 2015, as amended by Amendment No. 1 filed on July 29, 2015, Amendment No. 2 filed on April 1, 2016 and
Amendment No. 3 filed on March 2, 2017 (the “Original Schedule 13D” and together with this Amendment No. 4,
the “Schedule 13D”). Centric Capital and B Sacks are individually referred to herein as a “Reporting
Person” and collectively as the “Reporting Persons.” Capitalized terms used herein and not otherwise
defined in this Amendment No. 4 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”), Velocitas I, LLC, a Delaware limited liability company (“Velocitas
I” and together with Velocitas, the “Velocitas Parties”), and ULURU are parties to the Note, Warrant, and Preferred
Stock Purchase Agreement, dated as of February 27, 2017, as amended by the Amendment to Note, Warrant, and Preferred Stock Purchase
Agreement, dated as of March 28, 2017 (the “Velocitas Purchase Agreement Amendment,” and as amended, the “Velocitas
Purchase Agreement”). In connection with the Velocitas Purchase Agreement, the Reporting Persons, Michael I. Sacks (“M
Sacks”), the Velocitas Parties, Terrance K. Wallberg (“Wallberg”) and ULURU entered into a Voting Agreement,
dated as of February 27, 2017, as amended as of March 31, 2017 (the “Voting Agreement Amendment,” and as amended,
the “Voting Agreement”), which became effective upon the second closing under the Velocitas Purchase Agreement held
on March 31, 2017 (the “Second Closing”) in accordance with its terms. Under the Velocitas Purchase Agreement Amendment,
the parties agreed to extend the date for the Second Closing and provide for the purchase by Velocitas I of $5,000,000 of ULURU’s
Series B Convertible Preferred Stock (“Series B Preferred Stock”). In accordance with the Velocitas Purchase Agreement,
at the initial closing held on February 27, 2017 (the “Initial Closing”), ULURU issued Velocitas a $500,000 convertible
secured promissory note (the “Initial Note”) and appointed Vaidehi Shah to serve as ULURU’s Chief Executive
Officer and to also serve as a member of ULURU’s Board of Directors.
In accordance with the Velocitas Purchase Agreement, at the Second Closing (a) ULURU issued
Velocitas a $500,000 convertible secured promissory note substantially on the same terms as the Initial Note (the Initial Note,
together with the note issued at the Second Closing, are referred to as the “Notes”) and a warrant to purchase
57,055,057 shares of Common Stock at an exercise price of $0.04 per share (the “Velocitas Warrant”) and (b) Velocitas
I purchased shares of ULURU Series B Preferred Stock for an aggregate purchase price of $5,000,000 (which shares are convertible
into 125,000,000 shares of Common Stock). The Notes have a conversion price of $0.04 per share and are currently convertible
into an aggregate of 25,000,000 shares of Common Stock.
In
addition, at the Second Closing, ULURU acquired certain Altrazeal distributor agreements Velocitas has with its sub-distributors
in exchange for the issuance to Velocitas of 13,375,000 shares of Common Stock. As a result of the issuance of $5,000,000
of ULURU Series B Preferred Stock at the Second Closing, the conditions under which B Sacks could have been obligated to purchase
up to $2,000,000 in Common Stock under the Backstop Agreement, dated as of February 27, 2017, by and among ULURU, B Sacks and
Velocitas, will not be satisfied and any potential obligation of B Sacks to purchase Common Stock thereunder has expired and is
now terminated.
Pursuant to the Voting Agreement,
the parties agreed that once the Voting Agreement became 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, all of whom have been appointed to the Board of Directors), one
director designated by B Sacks and one additional director to be 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 amended and restated
articles of incorporation (the “Articles”) to increase the authorized shares as required to permit the conversion/exercise
of the Series B Preferred Stock and other convertible securities to Common Stock. In connection with the Second Closing,
the Voting Agreement was amended to remove Wallberg as a party thereto. Also at such time, B Sacks resigned as the Chairman of
the Board of Directors of ULURU but continues to serve as a member of the Board.
Other than as described above
or elsewhere in this Schedule 13D, the Reporting Persons do 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 the Reporting Persons may,
at any time and from time to time, review or reconsider their position and/or change their 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) 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 approximately 0.7% of the outstanding shares of Common Stock.
M Sacks directly beneficially owns
30,050,490 shares of Common Stock, which includes warrants to purchase 14,025,245 shares of Common Stock, representing approximately
33.3% of the outstanding shares of Common Stock.
Explanatory Note:
When calculating the percentage ownership of the outstanding shares of Common Stock directly beneficially owned by M Sacks
and each of the Reporting Persons in accordance with Rule 13d-3 under the Exchange Act, the shares of Common Stock to be
issued upon conversion of the Series B Preferred Stock and the shares of Common Stock issuable upon exercise of the Notes and
the Warrant beneficially owned by the Velocitas Parties are not deemed to be outstanding because M Sacks and each of
the Reporting Persons do not have the right to acquire such securities. As a result, the percentage of outstanding shares
of Common Stock directly beneficially owned by M Sacks and each of the Reporting Persons shown above and elsewhere herein
appear to be significantly higher than if such ownership percentages were to be calculated on a fully diluted basis after
giving effect to the conversion and exercise of the securities beneficially owned by the Velocitas Parties.
The Reporting
Persons and M Sacks may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. M Sacks
has filed a separate Schedule 13D with respect to ULURU. Except as described herein, the Reporting Persons disclaim any
beneficial ownership or pecuniary interest in the shares of Common Stock beneficially owned by M Sacks. Any information regarding
M Sacks described in this Schedule 13D is based on information provided by M Sacks to the Reporting Persons.
Upon the effectiveness
of the Voting Agreement, a “group” within the meaning of Rule 13d-5(b) under the Exchange Act may be deemed to have
formed among the Reporting Persons, M Sacks and the Velocitas Parties. The Velocitas Parties have filed a separate
Schedule 13D with respect to ULURU. Any information regarding the Velocitas Parties described in this Schedule 13D is based on
information provided by the Velocitas Parties to the Reporting Persons.
Subject to the availability of
Common Stock authorized to be issued pursuant to the Articles, Velocitas would directly beneficially
own 220,430,057 shares of Common Stock, which includes 125,000,000 shares of Common Stock issuable upon conversion of shares of
Series B Preferred Stock, 57,055,057 shares of Common Stock issuable upon exercise of the Warrant, and 25,000,000 shares
of Common Stock issuable upon conversion of the Notes representing approximately 77.8% of the outstanding
shares of Common Stock. However, such beneficial ownership would currently be limited to 137,025,569 shares of Common Stock
due to the current authorized but unissued amount of 200,000,000 shares of Common Stock set forth in the Articles, which represents
approximately 68.5% of the outstanding shares of Common Stock.
Subject to the availability of Common Stock authorized to be issued pursuant to the Issuer’s Articles, Velocitas I would directly
beneficially own 125,000,000 shares of Common Stock issuable upon conversion of the Series B Preferred Stock, which represents
approximately 62.1% of the outstanding shares of Common Stock. However, such beneficial ownership would currently be limited
to 123,650,659 shares of Common Stock due to the current authorized but unissued amount of 200,000,000 shares of Common Stock
set forth in the Articles, which represents approximately 61.8% of the outstanding shares of Common Stock.
By virtue of certain provisions of the Voting
Agreement, the Reporting Persons may be deemed to beneficially own the shares of Common Stock held by Velocitas
and M Sacks, consisting of an aggregate of 29,593,205 shares of Common Stock, representing approximately
39.1% of the outstanding shares of Common Stock. Except as described herein, the Reporting Persons disclaim any beneficial
ownership or pecuniary interest in the shares of Common Stock beneficially owned by the Velocitas Parties and M Sacks.
By virtue of certain provisions of
the Voting Agreement, M Sacks may be deemed to beneficially own the shares of Common Stock held by Centric Capital
and Velocitas, consisting of an aggregate of 43,711,970 shares of Common Stock, representing approximately 48.4% of
the outstanding shares of Common Stock.
By virtue of certain provisions of the
Voting Agreement, Velocitas may be deemed to beneficially own the shares of Common Stock held by Centric Capital and M Sacks,
consisting of an aggregate of 236,741,782 shares, representing approximately 83.5% of the outstanding shares of Common Stock,
but would be limited to 153,337,294 shares of Common Stock due to current authorized but unissued amount of 200,000,000 shares
of Common Stock set forth in the Articles, representing approximately 76.7% of the outstanding shares of Common Stock.
By virtue of certain provisions of
the Voting Agreement, Velocitas I may be deemed to beneficially own the shares of Common Stock held by Velocitas, Centric
Capital and M Sacks, consisting of an aggregate of 154,686,725 shares, representing approximately 76.8% of the outstanding
shares of Common Stock, but would be limited to 153,337,294 shares of Common Stock due to current authorized but unissued
amount of 200,000,000 shares of Common Stock set forth in the Articles, representing approximately 76.7% of the outstanding
shares of Common Stock.
The
ownership percentages are based upon 76,349,431 shares of Common Stock outstanding as of March 31, 2017 after giving effect to
the Second Closing, as provided to the Reporting Persons by ULURU.
(b) The
Reporting Persons have sole dispositive power over 552,960 shares of Common Stock, which includes shares of Common Stock issuable
upon the exercise of warrants, and they do not have shared dispositive power with respect to any shares of Common Stock.
M Sacks has sole dispositive power over
30,050,490 shares of Common Stock, which includes shares of Common Stock issuable upon the exercise of warrants, and he does
not have shared dispositive power with respect to any shares of Common Stock.
Subject to the availability of Common
Stock authorized to be issued pursuant to the Articles, Velocitas would have sole dispositive power over
220,430,057 shares of Common Stock, which includes shares of Common Stock issuable upon conversion of shares of Series B Preferred
Stock and the Notes and upon exercise of the Warrant, and it does not have shared dispositive power with respect
to any shares of Common Stock. However, such sole dispositive power would currently be limited to 137,025,569 shares of Common
Stock due to the current authorized but unissued amount of 200,000,000 shares of Common Stock set forth in the Articles.
Subject to the availability of Common
Stock authorized to be issued pursuant to the Articles, Velocitas I would have sole dispositive power over 125,000,000 shares
of Common Stock issuable upon conversion of the Series B Preferred Stock, and it does not have shared dispositive power with respect
to any shares of Common Stock. However, such sole dispositive power would currently be limited to 123,650,569 shares
of Common Stock due to the current authorized but unissued amount of 200,000,000 shares of Common Stock set forth in the Articles.
By virtue of certain provisions of the
Voting Agreement, each of the Reporting Persons may be deemed to have shared voting power over 29,953,205 shares of Common
Stock, which includes (i) 552,960 shares of Common Stock directly beneficially owned (which includes shares issuable upon the
exercise of warrants), (ii) 16,025,245 shares of Common Stock held by M Sacks and (iii) 13,375,000 shares of Common Stock held
by Velocitas. The Reporting Persons have sole voting power over 266,480 shares of Common Stock.
By virtue of certain provisions of the Voting
Agreement, M Sacks may be deemed to have shared voting power over 43,711,970 shares of Common Stock, which
includes 30,050,490 shares of Common Stock directly beneficially owned by M Sacks (which includes shares of Common Stock
issuable upon the exercise of warrants), 286,480 shares of Common Stock held by Centric Capital and 13,375,000 shares of Common
Stock held by Velocitas, and M Sacks has sole voting power over 14,025,245 shares of Common Stock. All shares of Common Stock
beneficially owned by Centric Capital, are deemed to be beneficially owned by B Sacks by virtue of his control of Centric Capital
as its Managing Member.
Subject to the availability of
Common Stock authorized to be issued pursuant to the Articles, by virtue of certain provisions of the Voting Agreement, (A)
Velocitas may be deemed to have shared voting power over 236,741,782 shares of Common Stock, which includes (i) 125,000,000
shares of Common Stock issuable upon conversion of the Series B Preferred Stock, (ii) 25,000,000 shares of Common Stock
issuable upon conversion of the Notes, (iii) 57,055,057 shares of Common Stock issuable upon exercise of the Warrant, (iv)
13,375,000 shares of Common Stock held by Velocitas, (v) 286,480 shares of Common Stock held by Centric Capital and (vi)
16,025,245 shares of Common Stock held by M Sacks and (B) Velocitas I may be deemed to have shared voting power over 154,686,725 shares of Common Stock, which includes (i)
125,000,000 shares of Common Stock issuable upon conversion of the Series B Preferred Stock, (ii) 13,375,000 shares of Common
Stock held by Velocitas, (iii) 286,480 shares of Common Stock held by Centric Capital and (iv) 16,025,245 shares of Common
Stock held by M Sacks. However, such shared voting power of each of Velocitas
and Velocitas I would be limited to 153,337,294 shares of Common Stock due to the current authorized but unissued amount
of 200,000,000 shares of Common Stock set forth in the Articles. The Velocitas Parties do not have sole voting power over
any shares of Common Stock.
The following
“Item 2” information for the Velocitas Parties has been provided to the Reporting Persons by the Velocitas
Parties:
(a) The names
of the Velocitas Parties: Velocitas Partners LLC and Velocitas I, LLC.
(b) The business
address for each Velocitas Party is 2113 Duck Hunter Point, Florence, SC 29501.
(c) The
principal business of each of Velocitas Party is that of a private investment company.
(d) During
the last five years, none of the Velocitas Parties has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During
the last five years, none of the Velocitas Parties have been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Velocitas
and Velocitas I are limited liability companies organized under the laws of the State of Delaware.
In accordance with
the provisions of General Instruction C to Schedule 13D, information concerning the executive officers, board of directors
and each person controlling the Velocitas Parties, as applicable (collectively, the “Velocitas Listed Persons”), required
by Item 2 of Schedule 13D is as follows:
Vaidehi Shah, Smita
Shah and Oksana Tiedt are the managing members of Velocitas. Velocitas I Manager LLC (“Velocitas Manager”) is the
manager of Velocitas I and Velocitas is the sole member of Velocitas Manager. William Kennard and Anish Shah are Chairman and
President, respectively, of Velocitas.
None of the Velocitas
Listed Persons have any beneficial ownership of any Common Stock.
To the Reporting Persons’
knowledge, none of the Velocitas Listed Persons has been, during the last five years, (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
Vaidehi Shah and William
Kennard are citizens of the United States of America, Anish Shah and Smita Shah are citizens of the Republic of India and Oksana
Tiedt is a citizen of the Federal Republic of Germany.
(c) No
transactions in the shares of Common Stock have been effected by the Reporting Persons during the past 60 days and except as
described in Item 4 of this Amendment No. 4, to the knowledge of the Reporting Persons, no transactions in the shares of Common
Stock have been effected by M Sacks or the Velocitas Parties 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 Voting Agreement Amendment 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 agreement attached hereto as Exhibits 99.1 which is incorporated herein by this reference.
Item 7. Material to be Filed
as Exhibits.
99.1 First Amendment to Voting Agreement, dated as of March 31, 2017, by and among ULURU Inc. and the
investors listed therein.
CUSIP No. 90403T209
|
SCHEDULE 13D
|
|
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned each certify that the information set forth in this statement is true,
complete and correct.
Dated: April
13
,
2017
|
/s/ Bradley J. Sacks
|
|
Bradley J. Sacks
|
|
|
Dated: April
13
,
2017
|
CENTRIC CAPITAL VENTURES LLC
|
|
|
|
|
By:
|
/s/ Bradley J. Sacks
|
|
|
Bradley J. Sacks
|
|
|
Managing Member
|