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
14,025,245
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8.
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Shared Voting Power
43,711,970
1
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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
43,711,970
1
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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)
48.4%
2
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14.
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Type of Reporting Person
(see instructions)
IN
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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
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SCHEDULE 13D/A
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This Amendment No. 5
to Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 3 filed on April 1, 2016,
and Amendment No. 4 filed on March 2, 2017 (the “Original Schedule 13D” and together with this Amendment No. 5,
the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 shall
have the meanings set forth in the Original Schedule 13D.
This Amendment No. 5 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, Centric Capital Ventures LLC (“Centric Capital”), Bradley J. Sacks (“B 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, 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 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.
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.
Explanatory Note:
When calculating the percentage ownership of the outstanding shares of Common Stock directly beneficially owned by M Sacks,
Centric Capital and B Sacks 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, Centric Capital and
B Sacks 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, Centric Capital and B Sacks 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.
M
Sacks, Centric Capital and B 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, M Sacks disclaims
any beneficial ownership or pecuniary interest in the shares of Common Stock beneficially owned by Centric Capital or B
Sacks. Any information regarding Centric Capital and B Sacks described in this Schedule 13D is based on information provided
by Centric Capital and B Sacks to M Sacks.
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 M Sacks, Centric Capital, B 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 M Sacks.
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, M Sacks may be deemed to beneficially own the shares of Common Stock held by Velocitas,
Centric Capital and B Sacks, consisting of an aggregate of 43,711,970 shares of Common Stock, representing approximately 48.4%
of the outstanding shares of Common Stock. Except as described herein, M Sacks disclaims any beneficial ownership or pecuniary
interest in the shares of Common Stock beneficially owned by the Velocitas Parties, Centric Capital and B Sacks.
By virtue of certain provisions
of the Voting Agreement, Centric Capital and B Sacks may be deemed to beneficially own the shares of Common Stock held by the
Reporting Person and Velocitas, consisting of an aggregate of 29,953,205 shares of Common Stock, representing approximately 39.1%
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 the
Reporting Person, 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 the Reporting Person, 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 M Sacks by ULURU.
(b) 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.
Centric Capital and B Sacks have sole
dispositive power over 552,960 shares of Common Stock, which includes shares of Common Stock issuable upon the exercise of warrants,
and do 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 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, 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 he has sole voting power over 14,025,245 shares of Common Stock.
By virtue of certain provisions of
the Voting Agreement, Centric and B Sacks 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. Centric Capital and B Sacks have sole voting power over 266,480 shares of Common Stock.
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 the Reporting Person. 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 M Sacks 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 M Sacks’ 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 M Sacks during the past 60 days and, to the knowledge of
M Sacks, except as described in Item 4 of this Amendment No. 5, no transactions in the shares of Common Stock have been
effected by Centric Capital, B 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. 5 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
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First
Amendment to Voting Agreement, dated as of March 31, 2017, by and among ULURU Inc. and
the investors listed therein.
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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: April 13, 2017
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/s/ Michael I. Sacks
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Michael I. Sacks
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