Item 5.01
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Changes in Control of Registrant.
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As a result of the transactions described in this Current Report and the Initial Report, a change of control of the Company has occurred. For a total investment of $6,000,000 ($1,000,000 by Velocitas and $5,000,000 by the Purchaser, which is controlled by Velocitas) plus the assignment of certain sub-distributor agreements (valued at $535,000), Velocitas and the Purchaser collectively have the right to vote on an as-converted-to-common-stock basis 163,375,000 shares of common stock with respect to the election of directors and other matters, representing 72.2% of the 226,349,431 shares eligible to vote with respect to the election of directors and other matters. On an beneficial ownership basis, assuming the conversion or exercise of all rights to acquire common stock exercisable within 60 days of the date of this report, Velocitas and the Purchaser collectively beneficially own 220,430,057 shares of common stock, representing 71.1% of the 310,162,451 shares that would be outstanding if Purchaser had the exercised all conversion and exercise rights exercisable within 60 days. The source of proceeds used to acquire control was working capital of Velocitas and equity contributions received by the Purchaser from affiliated and unaffiliated parties.
As described in the Initial Report, the Company, Velocitas, the Purchaser and certain affiliates of Bradley J. Sacks, a director of the Company, signed a Voting Agreement pursuant to which the parties agreed to set the size of the Board of Directors at six directors, and agreed to 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 Bradley J. Sacks and one additional director designated by a major investor or by the Board of Directors. In addition, the parties to the voting agreement have agreed to vote in favor of a proposal to amend the Company’s articles of incorporation to increase the authorized shares as required to permit the conversion of the Series B Preferred Stock.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As required by the Purchase Agreement, at the second closing, the Company has appointed Mr. Anish Shah and Ms. Oksana Tiedt to join the Company and to serve as part of the Company’s executive management team and together with Mr. Arindam Bose to also join the Company’s Board of Directors. Each of Anish Shah, Oksana Tiedt, and Arindam Bose are affiliates of Velocitas and were appointed pursuant to the Voting Agreement described in Item 5.01 above.
Concurrent with the second closing and as a condition of the Financing, the Company received resignation notices from Robert F. Goldrich and Terrance K. Wallberg, each being a member of the Company’s Board of Directors. Mr. Wallberg will continue to serve as the Company’s Vice President, Chief Financial Officer, Secretary, and Treasurer.
At the second closing, Mr. Bradley J. Sacks also stepped down as Chairman of the Board of Directors and Ms. Vaidehi Shah, the Company’s Chief Executive Officer and Director, assumed such duties. Mr. Sacks will continue to serve as a Director of the Company.
Biographies for each of Mr. Shah, Ms. Tiedt, and Mr. Bose are as follows:
Mr. Anish Shah
Mr. Anish Shah is a serial entrepreneur, with over twenty-five years of experience in senior management positions in diverse industry sectors. Mr. Shah is also a co-founder and partner of Velocitas Partners LLC, an asset management firm that invests in innovative healthcare companies.
Prior to joining ULURU Inc., Mr. Shah served as the Director of International Expansion at SPPL Group, a generic drugs manufacturer with two manufacturing facilities with over 400 products. Under his supervision, SPPL became an international, financially regulated export institution with a sale network in over twenty countries in Africa and Latin America. Prior to that, he served in senior management capacities providing support in various functional areas to a number of other small and medium sized companies including PCI and Shreeram Group of Companies. Mr. Shah began his career at Arthur Anderson, after receiving his Bachelor of Commerce degree from Mumbai University and participating in the CFA and ICWA programs.
Ms. Oksana Tiedt
Ms. Oksana Tiedt has over fifteen years of experience in global private equity, fund of funds and investment banking in diverse industries. She is a co-founder and partner of Velocitas Partners LLC, an asset management company which invests in innovative medical technologies.
Prior to founding Velocitas Partners, LLC, Ms. Tiedt led Swift Capital’s European Private Equity Fund of Funds portfolio with over one billion Euros of assets under management. Before that, she spent seven years at Bain Capital, a global investment firm managing over $65 billion in assets. Based at Bain Capital’s offices in Munich and London, Ms. Tiedt originated and executed leveraged buyout transactions. During this time, she also served as a Director and Strategic and Financial Advisor for two private companies. Ms. Tiedt has also worked at Goldman Sachs's mergers and acquisitions group, Nissho Iwai Trading Company and at the National Defense University. Ms. Tiedt received her MA in International Economics and International Relations with a focus on Japan Studies from the Johns Hopkins University School of Advanced International Studies (SAIS) and completed her BA in Economics and Asian Studies from Willamette University.
Mr. Arindam Bose
Mr. Arindam Bose brings over fifteen years of experience in capital raising, private equity, wealth management and client relationship management. He is a co-founder and partner of Velocitas Partners LLC, an investment management company which invests in innovative medical technologies. As head of Etihad financial advisors, an Emirates Securities and Commodities Authority licensed financial advisory firm, Mr. Bose has developed deep networks in the MENA region.
Previously, Mr. Bose was a Partner at Al Masah Capital, a UAE based investment fund with over one billion dollars under management. Before that, Arindam was a Director in the Global Banking and Markets Group at Royal Bank of Scotland, where he was responsible for originating and managing transactions for its investment banking business. His previous roles have included International Private banking at Coutts & Company, The National Investor and Government of Dubai and the World Bank Group. Mr. Bose is a member of the Board of Directors of AB Holdings; a family owned investment company, and General Stores and Enginnering Private Ltd, a leader in railway brake systems and pantographs. He completed his executive training at Manchester University and received his Bachelors in Engineering from Barkatullah Vishwavidyalaya.