* 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
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1.
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Names of Reporting Persons
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)
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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6.
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Citizenship or Place of
Organization
Delaware
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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
552,960
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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
552,960
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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
552,960
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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)
0.9%
1
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14.
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Type of Reporting Person
(see instructions)
OO
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1
Based upon 62,974,431 shares of Common Stock outstanding as of March 30,
2016, as provided to the Reporting Person by ULURU Inc. This number of outstanding shares gives effect to the issuance of 25,245,442
shares of Common Stock by ULURU Inc. under the Stock Purchase Agreement, dated as of March 29, 2016 (the “2016 Stock Purchase
Agreement”), and does not include shares underlying the warrants issued under this agreement or any other outstanding derivative
securities. In accordance with SEC Rule 13d-3, the shares reported as owned by the Reporting Person and the percentage
ownership of the Reporting Person assume that the shares underlying the warrant to purchase 266,480 shares of Common Stock acquired
by Centric Capital Ventures LLC under the 2016 Stock Purchase Agreement are deemed issued to Centric Capital Ventures LLC (and
increase the number of shares of Common Stock deemed to be outstanding) but all other warrants issued under the 2016 Stock Purchase
Agreement remain unexercised.
CUSIP No. 90403T209
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SCHEDULE 13D
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1.
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Names of Reporting Persons
Bradley J. 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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¨
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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)
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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6.
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Citizenship or Place of
Organization
United States
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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
552,960
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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
552,960
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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
552,960
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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)
0.9%
2
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14.
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Type of Reporting Person
(see instructions)
IN
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2
Based
upon 62,974,431 shares of Common Stock outstanding as of March 30, 2016, as provided to the
Reporting Person by ULURU Inc. This number of outstanding shares gives effect to the issuance of 25,245,442 shares of Common
Stock by ULURU Inc. under the Stock Purchase Agreement, dated as of March 29, 2016 (the “2016 Stock Purchase
Agreement”), and does not include shares underlying the warrants issued under this agreement or any other outstanding
derivative securities. In accordance with SEC Rule 13d-3, the shares reported
as owned by the Reporting Person and the percentage ownership of the Reporting Person assume that the shares underlying the warrant
to purchase 266,480 shares of Common Stock acquired by Centric Capital Ventures LLC under the 2016 Stock Purchase Agreement are
deemed issued to Centric Capital Ventures LLC (and increase the number of shares of Common Stock deemed to be outstanding) but
all other warrants issued under the 2016 Stock Purchase Agreement remain unexercised.
CUSIP No. 90403T209
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SCHEDULE 13D/A
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This Amendment No. 2 to Schedule 13D
(this “Amendment No. 2”) 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 (the “Original Schedule 13D” and together with this Amendment No. 2, 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. 2
shall have the meanings set forth in the Original Schedule 13D.
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:
Centric Capital, Michael I. Sacks
(“M Sacks”), certain other investors (the “Other Investors”) and ULURU entered into a Stock Purchase
Agreement, dated as of March 29, 2016 (the “2016 Stock Purchase Agreement”), with respect to the sale by the
Company of $1.8 million of shares of Common Stock, together with warrants to purchase one share of Common Stock for each
share of Common Stock purchased under the 2016 Stock Purchase Agreement. Under the 2016 Stock Purchase Agreement, M Sacks
purchased 14,025,245 shares of Common Stock and Centric Capital purchased 266,480 shares of Common Stock at a purchase price
of $0.0713 per share, for an aggregate purchase price of $1.0 million and $19,000, respectively. The closing under the
2016 Stock Purchase Agreement was held on March 30, 2016. In connection with the purchase of shares of Common Stock under the
2016 Stock Purchase Agreement, ULURU issued to M Sacks, for no additional consideration, a warrant to purchase 14,025,245
shares of Common Stock at an exercise price of $0.0871 per share (the “Sacks Warrant”) and issued to Centric
Capital, for no additional consideration, a warrant to purchase 266,480 shares of Common Stock at an exercise price of
$0.0871 per share (the “Centric Warrant,” and together with the Sacks Warrant, the “Warrants”). The
Warrants will be exercisable at any time, and from time to time, in whole or in part, through March 30, 2021.
The terms of the 2016 Stock
Purchase Agreement and the Warrants, including the purchase price for the shares of Common Stock purchased thereunder and the
exercise price, were set by ULURU and certain Other Investors. Neither M Sacks, Centric Capital nor B Sacks, the Chairman of
the Board of Directors of ULURU, Managing Member of Centric Capital, and the son of M Sacks, was involved with such
negotiations.
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 266,480 shares of Common Stock issuable
upon exercise of the Centric Warrant, 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.
M Sacks beneficially owns 30,050,490
shares of Common Stock, which includes 14,025,245 shares of Common Stock issuable upon exercise of the Sacks Warrant,
representing 39.0% of the outstanding shares of Common Stock.
The foregoing percentages are based upon 62,974,431
shares of Common Stock outstanding as of March 30, 2016, as provided to the Reporting Persons by ULURU. This
number of outstanding shares gives effect to the issuance of 25,245,442 shares of Common Stock by ULURU under the 2016 Stock Purchase
Agreement and does not include shares underlying the warrants issued under this agreement or any other outstanding derivative
securities. In accordance with SEC Rule 13d-3, the shares reported as owned by the Reporting Persons and the percentage ownership
of the Reporting Persons assume that the shares underlying the Centric Warrant are deemed issued to Centric Capital (and increase
the number of shares of Common Stock deemed to be outstanding) but all other warrants issued under the 2016 Stock Purchase Agreement
remain unexercised.
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.
B Sacks, Centric Capital and M Sacks may
be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.
(b) Centric
Capital has sole voting and dispositive power over 552,960 shares of Common Stock, which includes 266,480 shares of
Common Stock issuable upon exercise of the Centric Warrant, which shares are deemed to be beneficially owned by B Sacks by
virtue of his control of Centric Capital as its Managing Member.
M Sacks has sole voting and dispositive
power with respect to the 30,050,490 shares of Common Stock he beneficially owns, which includes 14,025,245 shares of
Common Stock issuable upon exercise of the Sacks Warrant.
(c)
Except as described in Item 4 of this Amendment No. 2, no transactions in the shares of Common Stock have been effected
by the Reporting Persons during the past 60 days and to the knowledge of the Reporting Persons, no transactions in the shares
of Common Stock have been effected by M Sacks 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 2016
Stock Purchase Agreement and the Warrants 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 and the form of Warrant 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
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Stock Purchase
Agreement dated as of March 29, 2016 by and between ULURU Inc. and the investors who
have executed a counterpart signature page thereto.
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99.2
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Form
of ULURU Inc. Common Stock Purchase Warrant
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CUSIP No. 90403T209
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SCHEDULE 13D
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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 1, 2016
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/s/ Bradley J. Sacks
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Bradley J. Sacks
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CENTRIC CAPITAL VENTURES LLC
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By:
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/s/ Bradley J. Sacks
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Bradley J. Sacks
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Managing Member
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