ULURU INC. 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549>
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 27, 2011
(Registrant’s telephone number, including area code)
On June 27, 2011, ULURU Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Restated Articles of Incorporation (the "Certificate of Amendment"), effecting a reverse stock split of the Company's common stock, par value $0.001 per share, at a ratio of fifteen pre-reverse shares for one post-reverse share. The reverse stock split will be effective on June 29, 2011. The Company's stockholders approved the Certificate of Amendment at the reconvened Annual Meeting of Stockholders on June 16, 2011, and the Company's Board of Directors authorized the implementation of the reverse stock split on June 22, 2011.
As a result of the reverse stock split, every fifteen shares of the Company's issued and outstanding common stock will be combined into one share of common stock. Any fractional shares that resulted from the reverse stock split will be paid in cash to the stockholder. The reverse stock split will reduce the number of the Company's outstanding shares of common stock from approximately 87.3 million to approximately 5.8 million, on the date of effectiveness of such split.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, will send instructions to stockholders of record regarding the exchange of outstanding stock certificates for new book-entry stock representing post-split shares of common stock.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. The Company issued a press release announcing the reverse stock split and is attached hereto as Exhibit 99.1 and incorporated herein by reference. For further information related to the reverse stock split, please refer to ULURU’s definitive proxy statement as filed with the Securities and Exchange Commission on April 20, 2011.
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.