Attached files
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): November 9, 2009
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ULURU
Inc.
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(Exact
Name of Registrant as Specified in its
Charter)
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Nevada
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000-49670
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41-2118656
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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4452
Beltway Drive
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Addison,
Texas 75001
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code: (214) 905-5145
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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ULURU
Inc., a Nevada corporation (“Uluru”), entered into an engagement letter (the
“Engagement Letter”), dated November 9, 2009 with Rodman & Renshaw, LLC (the
“Placement Agent”), pursuant to which the Placement Agent agreed to act as
exclusive placement agent on a reasonable best efforts basis for a proposed
offering of our securities.
On
November 11, 2009, we entered into a Securities Purchase Agreement with several
institutional investors (the “Securities Purchase
Agreement”). Pursuant to the Securities Purchase Agreement, we have
agreed to issue to those investors the following securities (the
“Offering”):
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●
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10,714,467 shares
of our common stock, par value $0.001 per share; and
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Warrants
to purchase up to 5,357,233 shares of our common stock (the
“Warrants”);
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The
Warrants have an initial exercise price of $0.19 per share, and may be exercised
at any time and from time to time on or after the six month anniversary of the
date of delivery of the Warrants through and including the five-year anniversary
thereof.
The
aggregate net proceeds from the Offering, after deducting the Placement Agents’
fees and estimated offering expenses payable by us (and excluding any proceeds
from exercise of the Warrants), are expected to be approximately $1.35
million. The Offering is expected to close on or about November 16,
2009, subject to satisfaction of standard closing conditions.
The
Placement Agent acted on a reasonable best efforts basis for the Offering and
will receive a placement fee equal to 7% of the aggregate gross proceeds of the
Offering as well as warrants to purchase shares of our common stock equal to 5%
of the aggregate number of shares sold in the Offering at an exercise price per
share equal to 125% of the public offering price per share.
We are
making the offering and sale of the above shares and warrants pursuant to a
shelf registration statement on Form S-3 (Registration No. 333- 160568) declared
effective by the Securities and Exchange Commission on July 23, 2009, and a base
prospectus dated as of the same date, as supplemented by a prospectus supplement
to be filed with the Securities and Exchange Commission no later than November
13, 2009.
The
descriptions of terms and conditions of the Engagement Letter, Securities
Purchase Agreement and Warrants set forth herein do not purport to be complete
and are qualified in their entirety by the full text of the form of Securities
Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference, the form of the Warrant, which is attached hereto as
Exhibit 4.1 and incorporated by reference herein, and the Engagement Letter,
which is attached hereto as Exhibit 1.1 and incorporated by reference
herein.
The legal
opinion of Parr Brown Gee & Loveless, P.C. relating to the shares and
Warrants issued in the Offering and to the common stock issuable upon exercise
of the Warrants is attached as Exhibit 5.1 to this report.
A copy of
the press release making the announcement of the Offering is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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Exhibit
Number
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Description
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23.1
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Consent
of Parr Brown Gee & Loveless, P.C. (included in Exhibit
5.1)
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ULURU
Inc.
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Date:
November 12, 2009
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By:
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/s/
Terrance K. Wallberg
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Terrance
K. Wallberg
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Vice
President and Chief Financial
Officer
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Exhibit
Number
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Description
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1.1
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Engagement
letter, dated as of November 9, 2009, by and between ULURU Inc. and Rodman
& Renshaw, LLC.
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4.1
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Form
of Warrant.
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5.1
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Opinion
of Parr Brown Gee & Loveless, P.C.
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10.1
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Securities
Purchase Agreement, dated as of November 11, 2009, by and between ULURU
Inc. and the purchasers signatory thereto.
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23.1
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Consent
of Parr Brown Gee & Loveless, P.C. (included in Exhibit
5.1)
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99.1
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Press
release dated November 12, 2009
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