10-K/A 1 form10k-a_123108.htm FORM 10-K/A 12/31/2008 form10k-a_123108.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2008.

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission File Number 000-49670

ULURU Inc.
(Exact name of registrant as specified in its charter)

Nevada
41-2118656
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer
 Identification No.)

4452 Beltway Dr.
Addison, Texas 75001
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (214) 905-5145


Securities registered under Section 12(b) of the Exchange Act:

Title of Class
Name of exchange on which registered
Common Stock, par value $0.001
New York Stock Exchange Alternext US
-----------------------------

Securities registered under Section 12(g) of the Exchange Act:

None
-----------------------------


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Rule 12b-2 of the Exchange Act). Check one:

Large accelerated filer  ¨ 
  
Accelerated filer ¨ 
Non-accelerated filer ¨
  
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
 
As of June 30, 2008 (the last business day of the most recently completed second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant (without admitting that any person whose shares are not included in the calculation is an affiliate) was approximately $7,430,274 based on the closing price of the registrant’s common stock as reported on the American Stock Exchange (now known as the New York Stock Exchange Alternext US) on such date.
 
As of March 16, 2009, the outstanding shares of registrant’s Common Stock were 65,582,532.



 
 
 

 

 
Explanatory Note
 

 
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to the Annual Report on Form 10-K for the year ended December 31, 2008 (the “Annual Report”) of ULURU Inc. (the “Company”) is being filed to include Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, which was inadvertently left out of the Annual Report filed with Securities and Exchange Commission on March 30, 2009.  Except as described above, no other changes have been made to the Annual Report, and this Amendment No. 1 does not amend or update any other information contained in the Annual Report.
 

 

 
Part IV



The following exhibits are filed with, and as a part of, this Amendment No. 1 to Annual Report on Form 10-K/A.

List of Exhibits

The exhibits which are filed with this report or which are incorporated herein by reference are set forth in the Exhibit Index hereto.






SIGNATURES
     
     
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
   
 
 
 
ULURU Inc.
     
  
  
  
Date: April 8, 2009
By 
/s/ Renaat Van den Hooff
  
 
Renaat Van den Hooff
  
 
Chief Executive Officer
  
 
Principal Executive Officer
  
     
     
Date: April 8, 2009
By  
/s/ Terrance K. Wallberg
  
 
Terrance K. Wallberg
  
 
Chief Financial Officer
  
 
Principal Accounting Officer
  
     

 
 
 

 
EXHIBIT INDEX