Information to be Included in Statements Filed Pursuant to §240.13d-1(a)

and Amendments Thereto Filed Pursuant to §240.13d-2(a)

(Amendment No. 3)

ULURU INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

90403T209

(CUSIP Number)

Michael I. Sacks

c/o Wiggin and Dana LLP

Attn: Scott L. Kaufman

450 Lexington Avenue

New York, NY 10017

(212) 551-2600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 29, 2016

(Date of Event Which Requires Filing of this Statement)

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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

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 14,025,245 shares of Common Stock acquired by the Reporting Person under the 2016 Stock Purchase Agreement are deemed issued to the Reporting Person (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.

This Amendment No.3 to Schedule 13D (this “Amendment No. 3”) 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 and Amendment No. 2 filed on July 29, 2015 (the “Original Schedule 13D” and together with this Amendment No. 3, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Original Schedule 13D.

This Amendment No. 3 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:

M Sacks, Centric Capital Ventures LLC, a Delaware limited liability company (“Centric Capital”), 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 Bradley J. Sacks (“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, 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 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.

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.

The foregoing percentages are based upon 62,974,431 shares of Common Stock outstanding as of March 30, 2016, as provided to M Sacks 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 M Sacks and the percentage ownership of M Sacks assume that the shares underlying the Sacks Warrant are deemed issued to M Sacks (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.

M Sacks disclaims any beneficial ownership or pecuniary interest in the shares of Common Stock beneficially owned by B Sacks or Centric Capital.  Any information regarding B Sacks or Centric Capital described in this Schedule 13D is based on information provided by B Sacks and Centric Capital to M Sacks.

M Sacks, B Sacks and Centric Capital may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.

 (b)         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.

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.

(c)           Except as described in Item 4 of this Amendment No. 3, 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, no transactions in the shares of Common Stock have been effected by B Sacks or Centric Capital 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. 3 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.

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.

Exhibit 99.1

ULURU INC.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as March 29, 2016 by and between ULURU Inc., a Nevada corporation (the “Company”), and the investors who have executed a counterpart signature page to this Agreement (each, “Investor”; collectively, the “Investors”). For convenience, the Investors are identified on Exhibit A.

Background

A.           The Company is seeking to raise up to $1,800,000 in capital through the issuance and sale of common stock, par value $0.001 (“Common Stock”), of the Company pursuant to the terms and conditions of this Agreement.

B.           Subject to the terms and conditions of this Agreement, each of the Investors desires to purchase the number of shares of Common Stock subscribed to by such Investors on such Investor’s counterpart signature page.

Agreement

In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the Company and each Investor severally agree as follows:

1.      Purchase of Securities.

(a)     Subject to the terms and conditions of this Agreement, each Investor shall purchase, and the Company shall sell and issue to the Investor, at the Closing (as defined below), the number of shares of Common Stock identified on the line labeled “Shares” on the counterpart signature page hereof executed by such Investor (the “Shares”). The per-Share purchase price for the Shares shall be $0.0713 per Share, and the aggregate purchase price for the Shares acquired by each Investor shall be the per-Share purchase price multiplied by the number of Shares being subscribed to by such Investor (the “Purchase Price”). In addition, for no additional consideration, for each Share purchased by the Investor hereunder, the Investor shall be entitled to receive a warrant in substantially the form set forth on Exhibit B hereto (the “Warrant”) to purchase a number of shares of common stock of the Company equal to the number of Shares being acquired hereunder. The Warrant has an exercise price of $0.0871 per share and an expiration date of 5 years after the Closing.

(b)     This Purchase Price is to be used for working capital and general corporate purposes, including the payment of accounts payable, legal and accounting fees, ongoing consulting and employment expenses and other purposes. The Company expects to raise additional capital, on terms that may be more or less favorable to investors, in the future. As reasonably requested by the Company, Investor shall complete a substitute Form W-9, FormW-8 or such other forms as the Company requests in order for it to comply with its reporting and other obligations.

2.      Closing.

(a)     Subject to the Company’s satisfaction of the conditions to closing set forth in Section 2(b), the closing of the purchase and sale of the Shares and the Warrant (the “Closing”) shall take place on the first business day after the date first set forth above; provided, however, to the extent any Investor first signs this Agreement following the date first set forth above, the Closing with respect to such Investor shall be the first business day following such Investor’s execution of a counterpart signature page to this Agreement. The date a Closing is required to occur with respect to an Investor shall be the applicable “Closing Date”.

(b)     As a condition to the obligation of the Company to close under this Agreement with respect to each Investor, such Investor shall have executed and delivered to the Company an Investor Questionnaire in the form attached hereto as Exhibit C (the “Investor Questionnaire”) with responses indicating the eligibility of such Investor to participate in the offering.

(c)     On the Closing Date with respect to each Investor, such Investor shall pay the respective Purchase Price by check or wire transfer to the Company, at which point the Closing shall have occurred. Within five (5) business days of the Closing, the Company shall cause to be delivered to the Investor a certificate representing the Shares and a duly executed Warrant. The Closing shall be deemed to have occurred at the offices of the Company. Failure of a party to deliver the items required by the preceding sentence when and as required thereby shall constitute a breach of this Agreement by such party (and the aggrieved party shall be entitled to demand specific performance in addition to any other remedies available at law or in equity). For clarity, the rights and obligations of the Investors under this Agreement shall be several, and not joint or joint and several.

3.     Representations and Warranties of Investor: Each Investor, severally and solely with respect to himself, herself or itself, makes the following representations and warranties, with the intent that they be relied upon by the Company and each officer, director, employee and agent of the Company in determining Investor’s suitability as a purchaser of the Shares, the Warrant and the shares of common stock issuable upon exercise of the Warrant (the “Securities”). Investor hereby agrees that these representations and warranties shall survive the Investor’s purchase of the Securities. By signing this Agreement, Investor represents that he has read and acknowledged the representations set forth in this Section 2:

(a)     The Investor is the sole and true party in interest, is acquiring the Shares for the Investor’s own account for investment, is not purchasing the Shares for the benefit of any other person, and has no present intention of holding or managing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares.

(b)     This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights, and rules of law governing specific performance, and the Investor has full power and authority to enter into this Agreement.

(c)     The Investor (i) if an individual, is at least 21 years of age, and (ii) is a bona fide permanent resident of (or a trust or entity whose principal office or legal location is located in) the jurisdiction set forth on the signature page hereof and has no present intention of becoming a resident of or located at any other jurisdiction. Investor has filled in and executed an Investor Questionnaire, and represents that the information set forth in such Investor Questionnaire is true and correct as of the date hereof.

(d)     The Investor is aware that an investment in the Shares is highly speculative and subject to substantial risks. Investor has adequate means of providing for his current needs and possible contingencies, and is able to bear the high degree of economic risk of this investment, including, but not limited to, the possibility of the complete loss of Investor’s entire investment and the limited transferability of the Shares, which may make the liquidation of this investment impossible for the indefinite future.

(e)      The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and making an informed investment decision.

(f)     The Investor understands that the Shares will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. The Investor understands and agrees that the Shares, or any interest therein, may not be resold or otherwise disposed of by the Investor unless the resale of the Shares is subsequently registered under the Securities Act and under all applicable state securities laws or unless the Company receives an opinion of counsel, satisfactory to it that an exemption from registration is available. Further, Investor understands that only the Company can take action so as to register the Shares.

(g)     The Investor acknowledges and represents that Investor has received and reviewed a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report for the quarter ended September 30, 2015 (the “Disclosure Documents”) and any amendments or supplements thereto, has been given a reasonable opportunity to review all documents, books, and records of the Company pertaining to this investment, has been supplied with all additional information concerning the Company and the Shares that has been requested by the Investor, has had a reasonable opportunity to ask questions of and receive answers from the Company or its representatives concerning this investment, and that all such questions have been answered to the full satisfaction of the Investor. In addition to the foregoing, the Investor represents and warrants that it is aware of the following:

(h)     Investor has received no representations, written or oral, from the Company, a placement agent or any officer, director, employee, attorney or agent thereof, other than those contained in the Disclosure Documents and this Agreement. In making the decision to purchase the Shares, Investor has relied solely upon Investor’s review of the Disclosure Documents, this Agreement, and independent investigations made by Investor or Investor’s representatives without assistance of the Company.

(i)     Investor understands and agrees that the following restrictions and limitations are applicable to his purchases and resales, pledges, hypothecations, or other transfers of the Shares:

i.     The Shares shall not be sold, pledged, hypothecated, or otherwise transferred unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available;

¹ Each Investor agrees that, until such time as information about the approaching insolvency of IPMD GmbH and affiliated entities is publicly disclosed by the Company, will keep such information confidential and not trade on such information. The Company agrees to publicly disclose such information on or before April 1, 2016.

ii.     Each certificate or other document evidencing or representing the Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR IN ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SECURITIES ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

iii.     Stop transfer instructions may be placed on the Shares so as to restrict the resale, pledge, hypothecation, or other transfer thereof in accordance with the provisions hereof.

(j)     Investor represents and affirms that none of the following information has ever been represented, guaranteed, or warranted to Investor, expressly or by implication, by any person:

i.     The approximate or exact length of time that Investor will be required to remain a shareholder of the Company;

ii.     The percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in the Company; or

iii.     The possibility that the past performance or experience on the part of the Company or any affiliate, or any officer, director, employee, or agent of the foregoing, might in any way indicate or predict the results of ownership of the Shares or the potential success of the Company’s operations.

(k)     Investor represents that the Investor has read and considered fully the sections in the Disclosure Documents identifying the risk factors and investment considerations and understands that (i) any investment in the Shares is highly speculative and is subject to a high degree of risk, and (ii) there are substantial restrictions on the transferability of the Shares, and it may be impossible to liquidate an investment in the Shares in case of an emergency.

4.      Indemnification: Each Investor acknowledges that the Investor understands the meaning and legal consequences of the representations and warranties set forth in Section 2 hereof and that the Company and the officers, directors, employees, and agents of the Company have relied and will rely upon such representations and warranties. Investor hereby agrees to indemnify and hold harmless the Company and each of its officers, directors, employees, and agents from and against any and all loss, claim, damage, liability, cost, or expense (including attorneys’ fees), joint or several, to which any such person may become subject due to or arising out of:

(a)     Any breach by the Investor of any representation or warranty set forth in Section 2 above;

(b)     Any inaccuracy in the representations and warranties set forth in Section 2 above;

(c)     The disposition of any of the Securities by the Investor contrary to the representations and warranties set forth in Section 2 above; and

(d)     Any action, suit, proceeding, demand, assessment, or judgment incident to or based upon any of the matters indemnified against.

Notwithstanding the foregoing, however, no representation, warranty, acknowledgement or agreement made herein by any Investor shall in any manner be deemed to constitute a waiver of any rights granted to Investor under U.S. federal or state securities laws.

5.     Representations and Warranties of the Company: The Company represents and warrants to each Investor that as of the date hereof:

(a)     The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and lawful authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted.

(b)     The Company has the legal right and power and all authority necessary to accept and execute this Agreement, to issue and deliver the Shares, and to perform fully its obligations hereunder. This Agreement has been duly authorized and, upon proper acceptance and execution by an officer of the Company with respect to the Investor will constitute a valid and binding agreement of the Company enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.

(c)     No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for (i) qualifications or filings under the Securities Act, and the regulations thereunder, (ii) qualification or filings required under all other applicable federal and state securities laws and stock exchange or stock quotation service regulations as may be required in connection with the transactions contemplated by this Agreement and (iii) such consents and waivers as have been obtained.

(d)     When issued, sold and delivered in accordance with the terms hereof, the Shares will be duly and validly issued, fully-paid and nonassessable.

(e)     The Company acknowledges that the Investor will rely on the foregoing representations and warranties of the Company, and the Company hereby agrees to indemnify and hold harmless Investor from and against any and all loss, claim, damage, liability, or expense and any action in respect thereof to which Investor may become subject as a direct result of a breach by the Company of any such representations or warranties together with all reasonable costs and expenses (including attorneys’ fees) incurred by the Investor in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against.

6.     Non-Transferability: Each Investor and the Company agree not to transfer or assign this Agreement or any of interest herein (provided that the foregoing shall not prohibit a bona-fide change of control transaction).

7.     Entire Agreement: This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof, supersedes any and all prior agreements and understandings of the parties, and may be amended only by a writing executed by all parties. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change, or restrict the express provisions hereof.

8.     Expenses: The Company and each Investor will bear his/her/its own legal and other fees and expenses in connection with the transactions contemplated in this Agreement.

9.     Governing Law: This Agreement shall be governed and construed for all purposes in accordance with the laws (without giving effect to the principles governing conflicts of laws) of the State of Nevada. The parties hereby subject themselves to the jurisdiction of the federal and state courts located within the State of Nevada and agree that the exclusive venue and place of jurisdiction for any lawsuit arising under or related to this Agreement shall be the State of Nevada.

10.    Notices: Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given upon personal delivery, on the date of receipt if sent by telecopy or overnight courier, charges prepaid, or five days after deposit in the United States mail, by registered or certified mail, postage prepaid, addressed (a) if to the Company, as set forth below the Company’s name on the signature page of this Agreement, and (b) if to each Investor, at such Investor’s address as set forth below Investor’s name on the signature page of this Agreement, or at such other address as the Company or any Investor may designate by ten (10) days’ advance written notice to Investor or the Company, respectively.

11.    Survival of Representations and Warranties: The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing; provided, however, that such representations and warranties are only made as of the date of such execution and delivery and as of such Closing.

12.    Amendments: Any term or provision of this Agreement may be amended and the observance of any term, condition, or provision of this Agreement may only be waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the Company and each of the Investors party hereto. Notwithstanding the foregoing, the Company may modify Exhibit A without the consent of the Investors to add Investors not previously identified on Exhibit A, to remove anticipated Investors who have not executed counterparts to this Agreement or to modify investment amounts consistent with actual subscriptions by the Investors.

13.    Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were excluded and shall be enforceable in accordance with its terms.

14.    Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is anticipated that each Investor will execute a separate counterpart to be separately accepted by the Company.

15.    Headings / Gender: The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. Any masculine, feminine or neuter term in this Agreement shall be deemed to include each of the masculine, feminine and neuter gender.

16.    Incorporation by Reference: All statements, representations and other information set forth on the signature page hereof and all attachments and exhibits hereto are incorporated herein as integral terms of this Agreement.

17.    Facsimile or PDF: The parties agree to accept signatures transmitted by facsimile, .pdf or other electronic means as a true and legally binding as originals.

[intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the undersigned have executed or caused this ULURU Inc. Stock Purchase Agreement to be executed by or on behalf of the undersigned as of the date first written above.

	“Investor”
	Michael I Sacks
	Print Name
	Sign Name

Accepted and agreed to by the Company with respect to such Investor:

“Company”

ULURU Inc.,

a Nevada corporation

By:
Its:	Vice President and Chief Financial Officer

Address:

4452 Beltway Drive

Addison, TX 75001

Attn: Chief Financial Officer

Fax: (214) 905-5130

Exhibit A

Investors

Exhibit B

Form of Warrant

[See Exhibit 99.2]

Exhibit C

Form of Investor Questionnaire

[see attached]

ULURU Inc.

INVESTOR QUESTIONNAIRE

The following information is furnished to ULURU Inc., a Nevada corporation (the “Company”), in order for it to determine whether the undersigned is qualified to purchase shares of common stock of the Company, warrants to purchase common stock and shares issuable upon the exercise of such warrants (the “Shares”), as contemplated by the Stock Purchase Agreement of approximately event date herewith between the Company and the undersigned Investor, pursuant Sections 3(b) and 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder (“Regulation D”), Regulation S promulgated thereunder and/or applicable state securities laws. The undersigned understands that the Company will rely upon the following information for purposes of such determination and that the Securities will not be registered under the Securities Act in reliance upon the exemption from registration provided by Sections 3(b) and 4(2) of the Securities Act and/or Regulation D.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned agrees, however, that the Company may present this Questionnaire to such parties as it may deem appropriate if called upon to establish that the proposed offer and sale of the Securities is exempt from registration under the Securities Act or meets the requirements of applicable state securities laws.

The undersigned understands that this questionnaire is merely a request for information. The undersigned understands that this questionnaire is not an offer to sell, or a sale of, the Shares and that no sale will occur prior to the acceptance by the Company of the undersigned’s subscription.

SECTION A

ALL INVESTORS MUST COMPLETE THIS SECTION

(Please Print)

Accredited Investor Status

On behalf of the investor, I hereby represent that the statement or statements initialed below are true and correct in all respects. I understand that a false representation may constitute a violation of law, that any person who suffers damage as a result of a false representation may have a claim against me for damage. I authorize the Company or relevant third parties to verify the accuracy of statements contained herein.

IF YOU HAVE INITIALED ANY OF THE ABOVE BOXES, AND YOU ARE NOT A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR TRUST, SKIP TO SECTION B, PAGE Q-5. OTHERWISE, CONTINUE BELOW.

If you have initialed any of the boxes indicating in Section A indicating that you are an “accredited investor,” please proceed to Section B on page Q-5.

SECTION B

TO BE COMPLETED BY ALL INVESTORS:

List name of Purchaser Representative and phone number(s):

(NOTE: REPRESENTATIVES OF THE COMPANY MAY NOT SERVE AS PURCHASER REPRESENTATIVES.)

*If this alternative is initialed, a completed and signed Purchaser Representative Questionnaire (which may be obtained from the Company) must accompany this Investor Questionnaire.

I represent that

IN WITNESS WHEREOF, the undersigned has initialed the foregoing statements and executed this Questionnaire this ____ day of March, 2016.

FOR ACCREDITED PARTNERSHIPS, LIMITED LIABILITY COMPANIES, AND CORPORATIONS THAT INITIALED THE BOX IN SECTION A.II.2 ONLY:

EXHIBIT A

TO

INVESTOR QUESTIONNAIRE

I hereby certify that set forth below is a complete list of all owners of equity in                     , a (type of entity)                     , formed pursuant to the laws of the State of                     . I also certify that each such owner has signed the space opposite his/her name and that each such owner understands that by signing that space he/she is representing that he/she is an individual “accredited investor” as defined in the attached Investor Questionnaire.

Exhibit 99.2

COMMON STOCK PURCHASE WARRANT

ULURU INC.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE OFFERED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

1.           Grant. For value received, ULURU Inc., a Nevada corporation (the “Corporation”), hereby grants to [_________________], a [_____________________]s (the “Holder”), at the exercise price set forth in Section 3 below, the right to purchase up to a maximum of [__________] (the “Warrant Shares”) of the Corporation’s Common Stock, $0.001 par value per share (the “Common Stock”), subject to adjustment from time to time as set forth herein. This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to the Stock Purchase Agreement dated March 29, 2016 among the Corporation, the Holder and another party (the “Purchase Agreement”).

2.           Exercise Period. This Warrant may be exercised at any time, and from time to time, in whole or in part, beginning on the date hereof and continuing until the five-year anniversary of the date hereof (the “Expiration Date”).

3.           Exercise Price. The exercise price (“Exercise Price”) of this Warrant is $0.0871 per Warrant Share, subject to adjustment from time to time as set forth herein

4.           Adjustments.

(a)          Adjustment for Change in Common Stock.

(i) If the Corporation (A) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock, (B) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares, or (C) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares (each, an “Adjustment Event”), the number of Warrant Shares issuable hereunder immediately prior to such Adjustment Event shall be proportionately adjusted so that the Holder will receive, upon exercise, the aggregate number and kind of shares of capital stock of the Corporation which it would have owned immediately following such Adjustment Event if the Holder had exercised this Warrant immediately prior to such Adjustment Event (and owned no shares of Common Stock other than Warrant Shares). The Exercise Price shall also be proportionately adjusted such that the aggregate Exercise Price for all the Warrant Shares issuable hereunder remains unchanged following such Adjustment Event.

(ii) The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

(iii) The adjustment shall be made successively whenever any Adjustment Event occurs.

(b)          Adjustment for Reorganization. If the Corporation consolidates or merges with or into another person or entity, or sells all or substantially all of its assets or stock or enters into any other similar transaction, liquidation, recapitalization or reorganization (any such action, a “Reorganization”), there shall thereafter be deliverable, upon exercise of this Warrant and payment of a proportionately adjusted Exercise Price (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock that would otherwise have been deliverable upon exercise of this Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization.

(c)           Adjustment Upon Issuance of Common Stock. If and whenever during the period starting on the date first set forth above and continuing for one-year (the “Applicable Period”), the Company issues, sells or delivers, or is deemed to have issued, sold or delivered, any Common Stock in a transaction other than an Excluded Transaction for consideration per share less than a price equal to the Exercise Price in effect immediately prior to such issuance, sale or delivery or deemed issuance, (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the lowest consideration per share for shares issued in such transaction. An Excluded Transaction shall mean (i) any issuance or deemed issuance of Common Stock or options to purchase Common Stock pursuant to the Company’s stock incentive plan, (ii) any issuance or deemed issuance of Common Stock as consideration for the acquisition of all or a portion of the assets of a company, whether such acquisition is structured as a merger, equity purchase, asset purchase, cancellation of a license or agreement or other structure, (iii) any issuance upon the exercise or conversion of options, warrants or convertible notes or other agreements outstanding as of the issue date hereof, and (iv) any shares issued to bona fide consultants for their services.

5.           Covenants of the Corporation.

(a)          Availability of Shares. The Corporation will reserve and keep available for issuance and delivery upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock or other securities of the Corporation as will be sufficient to permit the exercise in full of this Warrant. Upon issuance, each of the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

(b)          Listing; Stock Issuance. The Corporation shall secure and maintain the listing of the Warrant Shares upon each U.S. securities exchange or over-the-counter market upon which securities of the same class or series issued by the Corporation are listed, if any. Upon exercise of this Warrant, the Corporation will use its best efforts to cause stock certificates representing the shares of Common Stock purchased pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate promptly following such exercise.

6.           No Voting Rights; Limitations of Liability. Prior to exercise, this Warrant will not entitle the Holder to any voting rights or other rights as a stockholder of the Corporation not granted herein. No provision of this Warrant, in the absence of affirmative action by the Holder to exercise this Warrant, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any liability of such Holder for the Exercise Price.

7.           Exercise Procedure.

(a) To exercise this Warrant, the Holder must deliver to the principal office of the Corporation (prior to the Expiration Date) this Warrant, the subscription substantially in the form of Exhibit A attached hereto, and the Exercise Price for the number of Warrant Shares with respect to which the Warrant is being exercised. The Holder may deliver the Exercise Price by any of the following methods, at its option: (i) in cash, (ii) by bank cashier's or certified check, or (iii) by wire transfer to an account designated by the Corporation or, if available, pursuant to the cashless exercise procedure specified in Section 7(c) below. Upon proper exercise, the Corporation will issue and deliver to Holder, within 5 days after the date on which the Holder exercises this Warrant, certificates for the Warrant Shares purchased hereunder. The Warrant Shares shall be deemed issued, and the Holder deemed the holder of record of such Warrant Shares, as of the opening of business on the date on which the Holder properly exercises this Warrant.

(b) In the event this Warrant is partially exercised, the Corporation shall issue and deliver to the Holder, within 10 days after the date of exercise, a new Warrant of like tenor to purchase that number of Warrant Shares with respect to which such partial exercise did not apply.

(c) If at the time of exercise hereof there is no effective registration statement registering the resale of the Warrant Shares (or the prospectus contained therein is not available for use), then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares determined as follows:

(Y) = (A-B)(X)

(A)

where:

(Y) = the number of Warrant Shares to be received upon such exercise;

(A) = the average VWAP for the five Trading Days immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise (with it being agreed that the number of Warrant Shares issuable under this Warrant shall be reduced by (X) Warrant Shares upon such exercise).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a U.S. stock exchange, quotation service or similar market, including the OTC Markets (a “Trading Market”), the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time), and (b) in all other cases, the fair market value of a share of Common Stock as agreed to by the Company and if no such agreement can be reached, an independent appraiser selected in good faith by the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.

8.           Securities Laws. Neither the sale of this Warrant nor the issuance of any of the Warrant Shares upon exercise of this Warrant have been registered under the Act or under the securities laws of any state. The issuance of the Warrant Shares upon exercise of this Warrant shall be subject to compliance with all applicable Federal and state securities laws. Until the Warrant Shares have been registered under the Act and registered and qualified under the securities laws of any state in question, the Corporation shall cause each certificate evidencing any Warrant Shares to bear the following legend and such other legends as may be required by applicable law:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “ACT”), or under the securities laws of any state. The shares may not be offered, sold, assigned, transferred, pledged or hypothecated or otherwise disposed of in the absence of an effective registration statement under the Act, and such registration or qualification as may be necessary under the securities laws of any state, or an opinion of counsel satisfactory to the CORPORATION that such registration or qualification is not required.

9.           Transfer. The Corporation will register this Warrant on its books and keep such books at its offices. Neither this Warrant nor any of the Warrant Shares (when issued) may be sold, assigned, transferred, pledged or hypothecated or otherwise disposed of except as permitted by (i) any effective registration statement under the Act and by the securities laws of any state in question, or (ii) with an opinion of counsel reasonably satisfactory to the Corporation stating that such registration under the Act and registration or qualification under the securities laws of any state is not required.

10.          Replacement of Warrant. If the Holder provides evidence that this Warrant or any certificate or certificates representing the Warrant Shares have been lost, stolen, destroyed or mutilated, the Corporation (at the request and expense of the Holder) will issue a replacement warrant upon the provision by the Holder of an indemnity bond and indemnification agreement in form and substance reasonably satisfactory to the Corporation and its transfer agent Holder (if required by the Corporation).

11.          Governing Law. The internal laws of the State of Nevada (other than its conflicts of law rules) govern this Warrant.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed and delivered on its behalf by the officer whose signature appears below, as of the date first written above.

Exhibit A

IRREVOCABLE SUBSCRIPTION

The registered Holder of the Common Stock Purchase Warrant to which this Irrevocable Subscription is an Exhibit (the “Warrant”) hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder, _______________ shares of Common Stock, (the “Warrant Shares”), of ULURU Inc. and either

¨          tenders herewith payment of the aggregate Exercise Price in respect of the Warrant Shares in full, in the amount of $_________; or

¨          elects pursuant to Section 7(c) of such Warrant to convert such Warrant into Common Stock on a cashless exercise basis with $______ being used as (A), $_________ being used as (B), _______ being used as (X) and (Y) being calculated to equal ___________.

The undersigned requests that the shares be issued in the name of:

* If this is a person other than the Holder, the exercise shall be accompanied by a legal opinion stating such transfer is registered or opining as to the exemption for such transfer.

Date:_______________