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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ULURU Inc (CE) | USOTC:ULUR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission File No. 001-336180
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Nevada
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41-2118656
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4452 Beltway Drive
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Addison, Texas
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75001
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Emerging growth company
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o
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FORM 10-K
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FOR THE YEAR ENDED DECEMBER 31, 2016
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TABLE OF CONTENTS
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Page
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ITEM 1.
|
BUSI
NE
SS
|
Nanoflex® technology
|
Year of Expiration
|
||
§
|
Hydrogel – Shape retentive hydrogel particle aggregate
|
2022
|
|
§
|
Altrazeal® Injectable
|
2024
|
|
§
|
Altrazeal® wound dressing and biomaterials
|
2026
|
|
OraDisc™ technology
|
|||
§
|
Mucoadhesive erodible drug delivery device
|
2021
|
ITEM 1A.
|
RISK FA
C
TORS
|
§
|
our commercial partners and licensees may not place the same priority on sales of our products as we do, may fail to honor contractual commitments, may not have the expertise, financial strength, marketing ability or other characteristics necessary to effectively market our products, may dedicate only limited resources to, and/or may abandon, marketing of a product for reasons, including reasons such as a shift in corporate focus, unrelated to our products’ merits;
|
§
|
our commercial partners may be in the early stages of development and may not have sufficient liquidity to effectively obtain approvals for and market our products consistent with contractual commitments or our expectations;
|
§
|
we may have disputes with our commercial partners, which may inhibit development, lead to an abandonment of our arrangements, lead to a protracted dispute or have other negative consequences;
|
§
|
our commercial partners may fail to honor the terms of our agreements with them, with respect to payment, compliance with law or other terms, which may lead to liquidity issues, reputational harm with end customers and other issues; and
|
§
|
even if the commercialization and marketing of products is successful, our revenue share may be limited and may not exceed our associated development and operating costs.
|
§
|
Third-party payers’ increasing challenges to the prices charged for medical products and services;
|
§
|
The trend toward managed health care in the Unites States and the concurrent growth of HMOs and similar organizations that can control or significantly influence the purchase of healthcare services and products;
|
§
|
The existence of government-managed health care or insurance programs in Europe and other nations, in which government agencies or committees have broad powers to approve or disapprove reimbursement and leverage to influence pricing; and
|
§
|
The Affordable Care Act (or any successor act adopted in the coming years) and other proposals to reform healthcare or reduce government insurance programs.
|
§
|
some or all of our product candidates may be found to be unsafe or ineffective or otherwise fail to meet applicable regulatory standards or receive necessary regulatory clearances;
|
§
|
our product candidates, if safe and effective, may be too difficult to develop into commercially viable products;
|
§
|
limited financial resources for future product development;
|
§
|
it may be difficult to manufacture or market our product candidates on a large scale;
|
§
|
given our limited market presence, we may be unable, directly or indirectly through licensees, to effectively market and distribute our products or establish a strong brand;
|
§
|
proprietary rights of third parties may preclude us from marketing our product candidates; and
|
§
|
third parties may market superior or equivalent products.
|
§
|
Is priced under five dollars;
|
§
|
Is not traded on a national stock exchange, such as NASDAQ or the NYSE;
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§
|
Is issued by a company that has less than $5 million in net tangible assets (if it has been in business less than three years) or has less than $2 million in net tangible assets (if it has been in business for at least three years); and
|
§
|
Is issued by a company that has average revenues of less than $6 million for the past three years.
|
§
|
Certain broker-dealers who recommend penny stock to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale.
|
§
|
Prior to executing any transaction involving a penny stock, certain broker-dealers must deliver to certain purchasers a disclosure schedule explaining the risks involved in owning penny stock, the broker-dealer’s duties to the customer, a toll-free telephone number for inquiries about the broker-dealer’s disciplinary history and the customer’s rights and remedies in case of fraud or abuse in the sale.
|
§
|
In connection with the execution of any transaction involving a penny stock, certain broker-dealers must deliver to certain purchasers the following:
|
·
bid and offer price quotes and volume information;
|
|
·
the broker-dealer’s compensation for the trade;
|
|
·
the compensation received by certain salespersons for the trade;
|
|
·
monthly accounts statements; and
|
|
§
a written statement of the customer’s financial situation and investment goals.
|
ITEM 1B.
|
UNR
ESO
LVED STAFF COMMENTS
|
ITEM 2.
|
PRO
PERT
IES
|
ITEM 3.
|
LEGAL P
ROC
EEDINGS
|
MINE SA
FE
TY DISCLOSURES
|
ITEM 5.
|
MA
RKE
T FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Year Ended December 31, 2016
|
High
|
Low
|
||||||
First Quarter
|
$ | 0.21 | $ | 0.07 | ||||
Second Quarter
|
$ | 0.14 | $ | 0.07 | ||||
Third Quarter
|
$ | 0.08 | $ | 0.03 | ||||
Fourth Quarter
|
$ | 0.09 | $ | 0.03 | ||||
Year Ended December 31, 2015
|
||||||||
First Quarter
|
$ | 0.90 | $ | 0.70 | ||||
Second Quarter
|
$ | 0.75 | $ | 0.38 | ||||
Third Quarter
|
$ | 0.63 | $ | 0.27 | ||||
Fourth Quarter
|
$ | 0.38 | $ | 0.10 | ||||
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
||||||||||||
2006 Equity Incentive Plan
|
691,237 | $ | 1.94 | 2,039,317 | ||||||||
Equity compensation plans not approved by security holders
|
-0- | n/a | -0- | |||||||||
Total
|
691,237 | $ | 1.94 | 2,039,317 |
ITEM 6.
|
SE
LE
CTED FINANCIAL DATA
|
ITEM 7.
|
MAN
AGEM
ENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Consolidated Cash Flow Data
|
||||||||
Year Ended December 31,
|
||||||||
Net Cash Provided by (Used in)
|
2016
|
2015
|
||||||
Operating activities
|
$ | (1,557,000 | ) | $ | (2,083,000 | ) | ||
Investing activities
|
2,000 | (5,000 | ) | |||||
Financing activities
|
1,412,000 | 1,718,000 | ||||||
Net increase in cash and cash equivalents
|
$ | (143,000 | ) | $ | ( 370,000 | ) |
§
|
our ability to successfully commercialize our wound management products and the market acceptance of these products;
|
§
|
our ability to establish and maintain collaborative arrangements with business partners for the development and commercialization of certain product opportunities;
|
§
|
scientific progress in our development programs;
|
§
|
the marketing and sales efforts of our distributors and sub-distributors;
|
§
|
the costs involved in filing, prosecuting and enforcing patent claims and our maintenance of patent rights;
|
§
|
competing product developments;
|
§
|
the trading volume and price of our capital stock;
|
§
|
the actions of parties whose consents, waivers or prompt responses are required for approval of a financing (such as parties with rights of first refusal or consent rights);
|
§
|
our general financial situation, including our revenues, liquidity, capitalization and other factors; and
|
§
|
the cost of manufacturing and production scale-up.
|
Payments Due By Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less Than
1 Year
|
1-2
Years
|
3-5
Years
|
After 5
Years
|
|||||||||||||||
December 2016 Note
|
$ | 20,000 | $ | 20,000 | $ | --- | $ | --- | $ | --- | ||||||||||
Operating leases
|
$ | 148,949 | $ | 120,041 | $ | 28,908 | $ | --- | $ | --- | ||||||||||
Total contractual cash obligations
|
$ | 168,949 | $ | 140,041 | $ | 28,908 | $ | --- | $ | --- |
Year Ended
December 31,
|
||||||||
Technology
|
2016
|
2015
|
||||||
Wound care & Nanoflex®
|
$ | 50,000 | $ | 212,000 | ||||
OraDisc™
|
22,000 | 15,000 | ||||||
Aphthasol® & other technologies
|
1,000 | 4,000 | ||||||
Total
|
$ | 73,000 | $ | 231,000 |
ITEM 7A.
|
QU
AN
TITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FIN
ANC
IAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHAN
GE
S IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CON
TROL
S AND PROCEDURES
|
§
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
§
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
§
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
O
THE
R INFORMATION
|
ITEM 10.
|
DIRE
CTO
RS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Position
|
||
Vaidehi Shah (1)
|
40
|
Chairman, Director, Chief Executive Officer
|
||
Anish Shah (2)
|
50
|
Director, Chief Operating Officer
|
||
Arindam Bose
|
38
|
Director
|
||
Bradley J. Sacks (3)
|
49
|
Director
|
||
Oksana Tiedt
|
41
|
Director
|
(1)
|
On February 27, 2017, Ms. Shah was appointed to serve as the Company’s Chief Executive Officer and to also serve as a member of the Company’s Board of Directors. On March 31, 2017, Ms. Shah was appointed to serve as the Company’s Chairman of the Board of Directors.
|
(2)
|
On March 31, 2017, Mr. Shah was appointed to serve as the Company’s Chief Operating Officer and to also serve as a member of the Company’s Board of Directors.
|
(3)
|
On March 31, 2017, Mr. Sacks resigned as Chairman of the Board of Directors but continues to serve as a director.
|
ITEM 11.
|
EX
ECU
TIVE COMPENSATION
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)(3)
|
Total
($)
|
|||||||||||||||||||||
Helmut Kerschbaumer (1)
|
2016
|
--- | --- | --- | --- | --- | 105,000 | 105,000 | |||||||||||||||||||||
Former
Interim President & Chief Executive Officer
|
2015
|
--- | --- | --- | --- | --- | --- | --- | |||||||||||||||||||||
Terrance K. Wallberg (2)
|
2016
|
200,000 | --- | --- | --- | --- | 10,487 | 210,487 | |||||||||||||||||||||
Vice President & Chief Financial Officer
|
2015
|
200,000 | --- | --- | --- | --- | 7,870 | 207,870 |
(1)
|
On February 27, 2017, Mr. Kerschbaumer resigned from his duties as the Company’s Interim President and Chief Executive Officer and also from his duties as a member of the Company’s Board of Directors. During 2016, Mr. Kerschbaumer was party to a consulting agreement providing certain consulting services to the Company and claims to have earned a compensation of $105,000 for such services. On November 19, 2015, Mr. Kerschbaumer was appointed to serve as the Company’s Interim President and Chief Executive Officer and to continue to serve as a member of the Company’s Board of Directors. During 2015, Mr. Kerschbaumer was not party to an employment agreement regarding his service as Interim President and Chief Executive Officer and did not earn any compensation for such duties.
|
|
(2)
|
During 2016, Mr. Wallberg earned salary compensation of $200,000 for his duties as Vice President and Chief Financial Officer. As part of a plan to conserve the Company’s cash and financial resources during 2016, Mr. Wallberg temporarily deferred $48,333 of salary compensation and was also repaid $53,540 of temporarily deferred compensation from prior years thereby receiving cash compensation of $205,207 for the year. During 2015, Mr. Wallberg earned salary compensation of $200,000 for his duties as Vice President and Chief Financial Officer. As part of a plan to conserve the Company’s cash and financial resources during 2015, Mr. Wallberg temporarily deferred $53,540 of salary compensation thereby receiving cash compensation of $146,460 for the year.
|
|
(3)
|
All Other Compensation includes the following:
|
Name
|
Fiscal Year
|
401(k) Matching Contributions
|
Life and Disability Insurance
|
Consulting
Agreement
|
Other
|
Total
|
|||||||||||||||
Helmut Kerschbaumer
|
2016
|
--- | --- | $ | 105,000 | --- | $ | 105,000 | |||||||||||||
Terrance K. Wallberg
|
2016
|
$ | 9,431 | $ | 696 | --- | $ | 360 | $ | 10,487 | |||||||||||
Helmut Kerschbaumer
|
2015
|
--- | --- | --- | --- | --- | |||||||||||||||
Terrance K. Wallberg
|
2015
|
$ | 5,858 | $ | 1,652 | --- | $ | 360 | $ | 7,870 |
Option Awards
|
Stock Awards
|
|||||||||||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option Exercise Price per Share ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|||||||||||||||
Helmut Kerschbaumer (1)
|
03/20/13
|
100,000 | --- | $ | 0.33 |
03/20/2023
|
||||||||||||||||
09/25/14
|
75,000 | --- | $ | 1.15 |
09/25/2024
|
|||||||||||||||||
Terrance K. Wallberg
|
02/12/08
|
5,334 | --- | $ | 34.65 |
02/12/2018
|
--- | --- | ||||||||||||||
03/20/13
|
90,000 | --- | $ | 0.33 |
03/20/2023
|
--- | --- | |||||||||||||||
09/25/14
|
40,000 | --- | $ | 1.15 |
09/25/2024
|
--- | --- |
(1)
|
|
The stock option awards to Mr. Kerschbaumer in 2014 and 2013 were granted for his services as a director of the Company, and each expires ten years from the date of grant. Due to Mr. Kerschbaumer’s resignation on February 27, 2017, all stock option awards held by Mr. Kerschbaumer will terminate on May 28, 2017, the ninetieth day after his association with the Company ends.
|
§
|
a bonus payable in cash and common stock, with a target bonus of 30% of his base salary and a maximum bonus of 60% of his base salary, related to the attainment of reasonable performance goals specified by our Board (provided that since the Board has not specified performance goals, such bonus will be granted, or not granted, on a discretionary basis); and
|
§
|
stock options and restricted stock at the discretion of our Board.
|
Name
|
Severance Payment
Upon Termination (1)
|
Deferred Compensation
|
Vested Paid Time Off Benefits (2)
|
Total
|
||||||||||||
Helmut Kerschbaumer (3)
|
$ | --- | $ | --- | $ | --- | $ | --- | ||||||||
Terrance K. Wallberg (4)
|
$ | 16,667 | $ | 48,333 | $ | 27,308 | $ | 92,308 |
(1)
|
|
Represents one month salary based on base salary as of December 31, 2016.
|
(2)
|
The Company maintains a paid-time-off benefit plan in lieu of vacation/holiday/sick benefits. The Table includes vested and unpaid benefits as of December 31, 2016.
|
|
(3)
|
|
From November 19, 2015 to February 27, 2017, Mr. Kerschbaumer served as the Company’s interim President and Chief Executive Officer and also served as a director for the Company. Mr. Kerschbaumer resigned from his duties pursuant to the Purchase Agreement with Velocitas Partners, LLC. During 2017 and 2016, Mr. Kerschbaumer was party to a consulting agreement regarding certain services and claims to have earned compensation of $30,000 and $105,000, respectively, for such duties. During 2015, Mr. Kerschbaumer was not party to an employment agreement regarding his service as Interim President and Chief Executive Officer and did not earn any compensation for such duties. The Company has no contractual obligation to Mr. Kerschbaumer related to severance or payment upon a change of control.
|
(4)
|
During the year of 2016, Mr. Wallberg temporarily deferred certain portions of his compensation. As of December 31, 2016, Mr. Wallberg is owed $48,333.
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
||||||||||||
2006 Equity Incentive Plan
|
691,237 | $ | 1.94 | 2,039,317 | ||||||||
Equity compensation plans not approved by security holders
|
-0- | n/a | -0- | |||||||||
Total
|
691,237 | $ | 1.94 | 2,039,317 |
Name
|
Fee Earned or Paid in Cash
($)
|
Stock Awards
($)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All
Other
Compensation
($)
|
Total
|
||||||||||||||||||
Robert F. Goldrich (2)
|
--- | --- | $ | --- | --- | --- | $ | --- | ||||||||||||||||
Klaus Kuehne (3)
|
--- | --- | $ | --- | --- | $ | 105,000 | $ | --- | |||||||||||||||
Bradley J. Sacks (4)
|
--- | --- | $ | --- | --- | --- | $ | --- |
(1)
|
|
The Board did not grant any stock option awards to the directors for their services during 2016 and 2015.
|
|
(2)
|
|
Mr. Goldrich served as a director of the Company from September 25, 2015 to March 31, 2017.
|
|
(3)
|
Mr. Kuehne resigned as a director of the Company on February 27, 2017. Klaus Kuehne, a former director of the Company, was party to a consulting agreement for providing services to the Company in the field of operations, marketing, manufacturing, and business development. Under such agreement, during the year ended December 31, 2016, we paid or accrued $105,000 to Klaus Kuehne, with such amounts subject to audit and verification. As of December 31, 2016, Mr. Kuehne asserts that $50,000 of such compensation is outstanding and an aggregate of $105,000 was accrued as compensation during 2016.
|
||
(4)
|
|
Mr. Sacks was appointed as a director of the Company on July 20, 2015.
|
ITEM 12.
|
S
ECUR
ITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(1)
|
The Velocitas Affiliate Group includes Velocitas Partners, LLC and Velocitas I, LLC. The address for the Velocitas Affiliated Group is 2113 Duck Hunter Point, Florence, South Carolina. Velocitas Partners, LLC is managed by a three person Board of Managers, and voting, acquisition and disposition decisions require the approval of a majority of the managers. Velocitas Partners, LLC holds 13,375,000 shares of common stock directly, 57,055,057 shares of common stock issuable on exercise of a warrant, and 25,000,000 shares of common stock issuable on conversion of $1,000,000 in convertible notes. Velocitas I, LLC holds 1,250 shares of the Company’s Series B Preferred Stock which is convertible into 125,000,000 shares of common stock.
|
(2)
|
The address for Michael I. Sacks (“M Sacks”) is 11th Floor, Sandton City Office Towers, Sandhurst, Ext 3, Sandton, 2196, South Africa. M Sacks is the father of Bradley J. Sacks (“B Sacks”). As disclosed in the Schedule 13D/A, filed by M Sacks with the Securities and Exchange Commission on March 2, 2017, M Sacks, B Sacks and Centric Capital Ventures LLC (“Centric”) may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, however, M Sacks disclaims any beneficial ownership in the shares of common stock beneficially owned by B Sacks and Centric. B Sacks and Centric disclaim any beneficial ownership in the shares of common stock beneficially owned by M Sacks. M Sacks beneficially owns 30,050,490 shares of common stock, which includes warrants to purchase 14,025,245 shares of common stock. Centric 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 as its Managing Member, B Sacks is deemed to beneficially own such 552,960 shares of common stock.
|
(3)
|
Pursuant to a Voting Agreement, dated March 31, 2017, the Velocitas Affiliate Group and the Sacks Affiliate Group may be deemed to have formed a “group” within the meaning of Section 13(d)(c) of the Exchange Act. As such, the “group” could be considered to have shared voting power of 236,741,782 shares of common stock.
|
(4)
|
The address for IPMD GmbH is Schreyvogelgasse 3/5, 1010 Wien, Vienna, Austria. IPMD has represented that voting and investment decisions are made by majority vote of a board or committee consisting of three persons.
|
(5)
|
IPMD is party to an Equalization Agreement, dated January 31, 2014, with M Sacks and The Punch Trust. Pursuant to the Equalization Agreement, IPMD is required to transfer a certain number of shares of Company common stock to M Sacks and The Punch Trust that IPMD related entities receive from certain strategic transactions involving such entities and the Company. Currently, the parties to the Equalization Agreement are evaluating their obligations thereunder, and any effect on beneficial ownership has not been reflected in the Table.
|
(6)
|
The address for this director or executive officer is 2113 Duck Hunter Point, Florence, South Carolina.
|
(7)
|
The address for Centric and B Sacks is 590 Madison Avenue, Floor 18, New York, NY 10022. B Sacks is the Managing Member of Centric and has sole voting and investment power with respect with to the common stock held by Centric. Includes 266,480 shares of common stock issuable on exercise of warrants and nil shares of common stock issuable on exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 31, 2017.
|
(8)
|
Includes 761,262 shares of common stock issuable on exercise of warrants and 135,334 shares of common stock issuable on exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 31, 2017.
|
(9)
|
Includes 1,027,742 shares of common stock issuable on exercise of warrants, and 135,334 shares of common stock issuable on exercise of stock options that are currently exercisable or will become exercisable within 60 days of March 31, 2017.
|
ITEM 13.
|
CER
TAI
N RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRI
NC
IPAL ACCOUNTANT FEES AND SERVICES
|
Years Ended December 31,
|
||||||||
Nature of Service
|
2016
|
2015
|
||||||
Audit fees (1)
|
$ | 45,000 | $ | 53,588 | ||||
Audit related fees (2)
|
$ | 17,665 | $ | 22,993 | ||||
Tax fees (3)
|
$ | --- | $ | --- | ||||
All other fees (4)
|
$ | 7,047 | $ | 16,672 |
(1)
|
Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.
|
(2)
|
Consists of fees billed for the review of our quarterly financial statements, review of our Forms 10-Q and 8-K and services that are normally provided by the accountant in connection with non year end statutory and regulatory filings and engagements.
|
(3)
|
Consists of fees and professional services for tax compliance, tax advice, and tax planning. The Company does not use its principal accountants to provide tax services. McGuiness and Hodavance, CPA billed $1,500 and $1,500 for tax return preparation for 2016 and 2015, respectively.
|
(4)
|
The services provided by our principal accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, internal controls, accounting issues and client conferences. The Company does not use its principal accountants to provide internal controls consulting. Saville, Dodgen and Company, PLLC billed $5,000 and $5,000 for internal controls consulting for 2016 and 2015, respectively.
|
ITEM 15.
|
E
XHIBI
TS AND FINANCIAL STATEMENT SCHEDULES
|
SI
GNAT
URES
|
|||
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 17, 2017
|
By
|
/s/ Vaidehi Shah
|
|
Vaidehi Shah
|
|||
Chief Executive Officer
|
|||
Principal Executive Officer
|
|||
Date: April 17, 2017
|
By
|
/s/ Terrance K. Wallberg
|
|
Terrance K. Wallberg
|
|||
Chief Financial Officer
|
|||
Principal Accounting Officer
|
|||
Date: April 17, 2017
|
/s/ Vaidehi Shah
|
|
Vaidehi Shah, Director
|
||
Date: April 17, 2017
|
/s/ Anish Shah
|
|
Anish Shah, Director
|
||
Date: April 17, 2017
|
/s/ Arindam Bose
|
|
Arindam Bose, Director
|
||
Date: April 17, 2017
|
/s/ Bradley J. Sacks
|
|
Bradley J. Sacks, Director
|
||
Date: April 17, 2017
|
/s/ Oksana Tiedt
|
|
Oksana Tiedt, Director
|
||
INDEX TO
FINANCIAL STATEMENTS
|
||
Page
|
||
Financial Statements
|
||
Report of Independent Registered Public Accounting Firm - Lane Gorman Trubitt, PLLC | ||
December 31,
|
||||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 36,615 | $ | 180,000 | ||||
Accounts receivable, net
|
61,788 | 89,378 | ||||||
Accounts receivable – related party, net
|
--- | 2,805 | ||||||
Inventory
|
559,600 | 531,421 | ||||||
Prepaid expenses and deferred charges
|
135,394 | 123,201 | ||||||
Total Current Assets
|
793,397 | 926,805 | ||||||
Property, Equipment and Leasehold Improvements, net
|
126,741 | 257,417 | ||||||
Other Assets
|
||||||||
Intangible asset - patents, net
|
216,781 | 2,720,541 | ||||||
Intangible asset - licensing rights, net
|
3,181,087 | 3,506,235 | ||||||
Deposits
|
18,069 | 18,069 | ||||||
Total Other Assets
|
3,415,937 | 6,244,845 | ||||||
TOTAL ASSETS
|
$ | 4,336,075 | $ | 7,429,067 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 2,026,671 | $ | 1,780,197 | ||||
Accrued liabilities
|
315,300 | 402,214 | ||||||
Accrued interest
|
53 | --- | ||||||
Promissory note payable, current portion
|
20,000 | --- | ||||||
Promissory note payable, net of unamortized debt discount and debt issuance costs, current portion
|
--- | 315,058 | ||||||
Deferred revenue, current portion
|
45,764 | 42,934 | ||||||
Total Current Liabilities
|
2,407,788 | 2,540,403 | ||||||
Long Term Liabilities
|
||||||||
Deferred revenue, net of current portion
|
358,462 | 685,287 | ||||||
Total Long Term Liabilities
|
358,462 | 685,287 | ||||||
TOTAL LIABILITIES
|
2,766,250 | 3,225,690 | ||||||
COMMITMENTS AND CONTINGENCIES
|
--- | --- | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred Stock – $0.001 par value; 20,000 shares authorized;
|
||||||||
Series A Preferred Stock, 1,000 shares designated; no shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
--- | --- | ||||||
Common Stock – $ 0.001 par value; 200,000,000 shares authorized;
|
||||||||
62,974,431 and 36,834,933 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
62,974 | 36,835 | ||||||
Additional paid-in capital
|
62,220,850 | 60,426,915 | ||||||
Accumulated (deficit)
|
(60,713,999 | ) | (56,260,373 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY
|
1,569,825 | 4,203,377 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 4,336,075 | $ | 7,429,067 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Years Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Revenues
|
||||||||
License fees
|
$ | 363,995 | $ | 207,832 | ||||
Royalty income
|
--- | 12,046 | ||||||
Product sales, net
|
78,570 | 715,861 | ||||||
Total Revenues
|
442,565 | 935,739 | ||||||
Costs and Expenses
|
||||||||
Cost of product sold
|
27,668 | 271,310 | ||||||
Research and development
|
445,404 | 763,547 | ||||||
Selling, general and administrative
|
1,308,759 | 1,680,650 | ||||||
Amortization
|
801,598 | 481,419 | ||||||
Depreciation
|
132,841 | 180,480 | ||||||
Impairment of intangible asset – patent
|
2,027,310 | --- | ||||||
Total Costs and Expenses
|
4,743,580 | 3,377,406 | ||||||
Operating (Loss)
|
(4,301,015 | ) | (2,441,667 | ) | ||||
Other Income (Expense)
|
||||||||
Interest and miscellaneous income
|
836 | 281 | ||||||
Interest expense
|
(136,851 | ) | (178,914 | ) | ||||
Foreign currency transaction gain (loss)
|
4,279 | (79,654 | ) | |||||
Gain on sale of equipment
|
4,125 | --- | ||||||
Accommodation fee on promissory note
|
(25,000 | ) | --- | |||||
(Loss) Before Income Taxes
|
(4,453,626 | ) | (2,699,954 | ) | ||||
Income taxes
|
--- | --- | ||||||
Net (Loss)
|
$ | (4,453,626 | ) | $ | (2,699,954 | ) | ||
Basic and diluted net (loss) per common share
|
$ | (0.08 | ) | $ | (0.10 | ) | ||
Weighted average number of common shares outstanding
|
56,680,140 | 25,899,240 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
U
LU
RU Inc.
|
||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||
Years Ended December 31, 2016 and 2015
|
||||||||||||||||||||
Common Stock
|
Additional Paid-in
|
Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares Issued
|
Amount
|
Capital
|
(Deficit)
|
Equity
|
||||||||||||||||
Balance as of December 31, 2014
|
24,458,018 | $ | 24,458 | $ | 56,289,882 | $ | (53,560,419 | ) | $ | 2,753,921 | ||||||||||
Issuance of common stock in a private placement; net of fund raising costs ($198,423)
|
3,830,131 | 3,830 | 1,253,197 | --- | 1,257,027 | |||||||||||||||
Issuance of common stock and warrants for acquisition of licensing rights, net of offering costs ($32,000)
|
6,536,847 | 6,537 | 2,452,217 | --- | 2,458,754 | |||||||||||||||
Issuance of common stock for principle and interest due on promissory note
|
1,648,421 | 1,648 | 216,845 | --- | 218,493 | |||||||||||||||
Issuance of common stock for exercise of warrant – 361,516 shares for cashless exercise of warrant shares (392,857)principle and interest due on promissory note
|
361,516 | 362 | (362 | ) | --- | --- | ||||||||||||||
Issuance of stock warrant in connection with promissory note, net of fund raising costs ($17,493)
|
--- | --- | 51,643 | --- | 51,643 | |||||||||||||||
Offering costs adjustment – Series A preferred stock sale in 2011
|
--- | --- | 10,509 | --- | 10,509 | |||||||||||||||
Share-based compensation of employees
|
--- | --- | 50,277 | --- | 50,277 | |||||||||||||||
Share-based compensation of non-employees
|
--- | --- | 102,707 | --- | 102,707 | |||||||||||||||
Net (loss)
|
--- | --- | --- | (2,699,954 | ) | (2,699,954 | ) | |||||||||||||
Balance as of December 31, 2015
|
36,834,933 | $ | 36,835 | $ | 60,426,915 | $ | (56,260,373 | ) | $ | 4,203,377 | ||||||||||
Offering costs associated with issuance of common stock and warrants
|
--- | --- | (21,950 | ) | --- | (21,950 | ) | |||||||||||||
Issuance of common stock and warrants in a private placement; net of fund raising costs ($67,663)
|
25,245,442 | 25,245 | 1,707,092 | --- | 1,732,337 | |||||||||||||||
Issuance of common stock for principle and interest due on promissory note
|
694,056 | 694 | 53,019 | --- | 53,713 | |||||||||||||||
Issuance of common stock for services
|
200,000 | 200 | 35,800 | --- | 36,000 | |||||||||||||||
Share-based compensation of employees
|
--- | --- | 19,974 | --- | 19,974 | |||||||||||||||
Share-based compensation of non-employees
|
--- | --- | --- | --- | --- | |||||||||||||||
Net (loss)
|
--- | --- | --- | (4,453,626 | ) | (4,453,626 | ) | |||||||||||||
Balance as of December 31, 2016
|
62,974,431 | $ | 62,974 | $ | 62,220,850 | $ | (60,713,999 | ) | $ | 1,569,825 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
NOTE 1.
|
COMPANY OVERVIEW AND BASIS OF PRESENTATION
|
NOTE 2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Laboratory and manufacturing equipment
|
7 years
|
Computers, office equipment, and furniture
|
5 years
|
Computer software
|
3 years
|
Leasehold improvements
|
Lease term
|
NOTE 3.
|
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
NOTE 4.
|
SEGMENT INFORMATION
|
Revenues
|
2016
|
%
|
2015
|
%
|
||||||||||||
Domestic
|
$ | 20,326 | 5 | % | $ | 28,030 | 3 | % | ||||||||
International
|
422,239 | 95 | % | 907,709 | 97 | % | ||||||||||
Total
|
$ | 442,565 | 100 | % | $ | 935,739 | 100 | % |
NOTE 5.
|
INVENTORY
|
Inventory
|
2016
|
2015
|
||||||
Raw materials
|
$ | 35,800 | $ | 38,037 | ||||
Work-in-progress
|
424,741 | 485,123 | ||||||
Finished goods
|
99,059 | 8,261 | ||||||
Total
|
$ | 559,600 | $ | 531,421 |
NOTE 6.
|
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
|
Property, equipment and leasehold improvements
|
2016
|
2015
|
||||||
Laboratory equipment
|
$ | 424,888 | $ | 424,888 | ||||
Manufacturing equipment
|
1,604,894 | 1,604,894 | ||||||
Computers, office equipment, and furniture
|
151,280 | 153,865 | ||||||
Computer software
|
4,108 | 4,108 | ||||||
Leasehold improvements
|
95,841 | 95,841 | ||||||
2,281,011 | 2,283,596 | |||||||
Less: accumulated depreciation and amortization
|
(2,154,270 | ) | (2,026,179 | ) | ||||
Property, equipment and leasehold improvements, net
|
$ | 126,741 | $ | 257,417 |
NOTE 7.
|
INTANGIBLE ASSETS
|
Intangible assets - patents
|
2016
|
2015
|
||||||
Patent - Amlexanox (Aphthasol®)
|
$ | 2,090,000 | $ | 2,090,000 | ||||
Patent - Amlexanox (OraDisc™ A)
|
6,873,080 | 6,873,080 | ||||||
Patent - OraDisc™
|
73,000 | 73,000 | ||||||
Patent - Hydrogel nanoparticle aggregate
|
589,858 | 589,858 | ||||||
9,625,938 | 9,625,938 | |||||||
Less: accumulated amortization
|
(7,381,847 | ) | (6,905,397 | ) | ||||
Less: reserve for impairment
|
(2,027,310 | ) | --- | |||||
Intangible assets, net
|
$ | 216,781 | $ | 2,720,541 |
Calendar Years
|
Future Amortization
Expense
|
|||
2017
|
$ | 37,044 | ||
2018
|
37,044 | |||
2019
|
37,044 | |||
2020
|
37,145 | |||
2021
|
37,044 | |||
2022 & Beyond
|
31,460 | |||
Total
|
$ | 216,781 |
Intangible assets - licensing rights
|
2016
|
2015
|
||||||
European Union, Australia, New Zealand, Middle East (excluding Jordan and Syria), North Africa, Albania, Bosnia, Croatia, Kosovo, Macedonia, Montenegro, and Serbia.
|
$ | 3,512,506 | $ | 3,512,506 | ||||
Less: accumulated amortization
|
(331,419 | ) | (6,271 | ) | ||||
Licensing rights, net
|
$ | 3,181,087 | $ | 3,506,235 |
Calendar Years
|
Future Amortization
Expense
|
|||
2017
|
$ | 325,148 | ||
2018
|
325,148 | |||
2019
|
325,148 | |||
2020
|
325,148 | |||
2021
|
325,148 | |||
2022 & Beyond
|
1,555,347 | |||
Total
|
$ | 3,181,087 |
NOTE 8.
|
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
|
NOTE 9.
|
ACCRUED LIABILITIES
|
Accrued Liabilities
|
2016
|
2015
|
||||||
Accrued compensation/benefits
|
$ | 274,874 | $ | 329,131 | ||||
Accrued insurance payable
|
40,422 | 73,074 | ||||||
Product rebates/returns
|
4 | 9 | ||||||
Total accrued liabilities
|
$ | 315,300 | $ | 402,214 |
NOTE 10.
|
PROMISSORY NOTE PAYABLE
|
As of December 31, 2016
|
||||||||||||||||||||||||||
Transaction
|
Initial
Principal
Amount
|
Interest
Rate
|
Maturity
Date
|
Conversion Price (1)
|
Principal
Balance (2)
|
Unamortized
Debt
Discount
|
Unamortized Debt Issuance Costs
|
Carrying
Value
|
||||||||||||||||||
April 2015 Note
|
$ | 550,000 | 10.0 | % |
08/12/2016
|
--- | --- | --- | --- | |||||||||||||||||
Total
|
$ | 550,000 | --- | --- | --- | --- |
(1)
|
As part of the April 2015 Note, at our option, subject to certain volume, price and other conditions, the monthly installments of principle and interest due under the April 2015 Note may be paid in whole, or in part, in cash or in Common Stock. If the monthly installments are paid in Common Stock, such shares being issued will be based on a price that is 80% of the average of the three lowest volume weighted average prices of the shares of Common Stock during the preceding twenty trading days. The percentage declines to 70% if the average of the three lowest volume weighted average prices of the shares of Common Stock during the preceding twenty trading days is less than $0.05 per share.
|
(2)
|
On August 11, 2016, the Company issued the final installment payment due under the April 2015 Note.
|
NOTE 11.
|
EQUITY TRANSACTIONS
|
NOTE 12.
|
STOCKHOLDERS’ EQUITY
|
Number of Shares of Common Stock Subject to Exercise
|
Weighted – Average
Exercise Price
|
|||||||
Balance as of December 31, 2014
|
1,676,401 | $ | 1.14 | |||||
Warrants issued
|
847,804 | 0.72 | ||||||
Warrants exercised
|
(392,857 | ) | 0.35 | |||||
Warrants cancelled
|
(357,155 | ) | 2.85 | |||||
Balance as of December 31, 2015
|
1,774,193 | $ | 0.77 | |||||
Warrants issued
|
25,245,442 | $ | 0.09 | |||||
Warrants exercised
|
--- | --- | ||||||
Warrants cancelled
|
(840,075 | ) | $ | 0.84 | ||||
Balance as of December 31, 2016
|
26,179,560 | $ | 0.11 |
Date of Expiration
|
Number of Warrant Shares of Common Stock Subject to Expiration
|
|||
March 14, 2018
|
660,000 | |||
January 15, 2019
|
80,000 | |||
April 30, 2020
|
194,118 | |||
March 30, 2021
|
25,245,442 | |||
Total
|
26,179,560 |
NOTE 13.
|
EARNINGS PER SHARE
|
2016
|
2015
|
|||||||
Warrants to purchase Common Stock
|
26,179,560 | 1,774,193 | ||||||
Stock options to purchase common stock
|
691,237 | 1,664,573 | ||||||
Common stock issuable upon the assumed conversion of payments due under our promissory note from April 2015 (1)
|
--- | 1,934,718 | ||||||
Total
|
26,870,797 | 5,373,484 |
(1)
|
As part of the April 2015 Note, at our option, subject to certain volume, price and other conditions, the monthly installments of principle and interest due under the April 2015 Note have been paid in whole, or in part, in cash or in Common Stock. If the monthly installments were paid in Common Stock, such shares being issued were based on a price that is 80% of the average of the three lowest volume weighted average prices of the shares of Common Stock during the preceding twenty trading days. The percentage declines to 70% if the average of the three lowest volume weighted average prices of the shares of Common Stock during the preceding twenty trading days is less than $0.05 per share. For the purposes of this Table, we have assumed that all outstanding monthly installments of principal and interest were paid in Common Stock based on a price of $0.10 per share (80% of the average of the three lowest volume weighted average prices of the shares of Common Stock during the preceding twenty trading days prior to December 31, 2015), subject to certain ownership limitations.
On August 11, 2016, the Company issued the final installment payment due under the April 2015 Note.
|
NOTE 14.
|
SHARE BASED COMPENSATION
|
2016
|
2015
|
|||||||
Research and development
|
$ | 7,614 | $ | 69,028 | ||||
Selling, general and administrative
|
12,360 | 83,956 | ||||||
Total share-based compensation expense
|
$ | 19,974 | $ | 152,984 |
Stock Options
|
Weighted Average Exercise Price per Share
|
|||||||
Outstanding as of December 31, 2014
|
1,699,907 | $ | 1.73 | |||||
Granted
|
--- | --- | ||||||
Forfeited/cancelled
|
(35,334 | ) | 1.77 | |||||
Exercised
|
--- | --- | ||||||
Outstanding as of December 31, 2015
|
1,664,573 | $ | 1.73 | |||||
Granted
|
--- | --- | ||||||
Forfeited/cancelled
|
(973,336 | ) | 1.58 | |||||
Exercised
|
--- | --- | ||||||
Outstanding as of December 31, 2016
|
691,237 | $ | 1.94 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||
Stock Options Outstanding
|
Weighted Average Exercise Price per Share
|
Weighted Average Remaining Contractual Life in Years
|
Stock Options Exercisable
|
Weighted Average Exercise Price per Share
|
||||||||||||||
422,500 | $ | 0.33 | 6.2 | 422,500 | $ | 0.33 | ||||||||||||
240,000 | 1.15 | 7.7 | 240,000 | 1.15 | ||||||||||||||
28,737 | 32.28 | 1.2 | 28,737 | 32.28 | ||||||||||||||
691,237 | $ | 1.94 | 6.5 | 691,237 | $ | 1.94 |
NOTE 15.
|
EMPLOYMENT BENEFIT PLAN
|
NOTE 16.
|
FAIR VALUE MEASUREMENTS
|
Level 1
|
—
|
Valuations based on quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
Level 2
|
—
|
Valuations based on observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
|
Level 3
|
—
|
Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.
|
Description
|
2016
|
2015
|
|||||||
Liabilities:
|
|||||||||
Promissory note – December 2016
|
$ | 20,000 | --- | ||||||
Promissory note – April 2015 (1)
|
--- | $ | 370,000 | ||||||
(1)
|
On August 11, 2016, the Company issued the final installment payment due under the April 2015 Note.
|
NOTE 17.
|
INCOME TAXES
|
Calendar Years
|
Consolidated Operating Loss Carryforwards
|
Research Activities
Carryforwards
|
||||||
2021
|
$ | 34,248 | $ | --- | ||||
2023
|
95,666 | --- | ||||||
2024
|
910,800 | 13,584 | ||||||
2025
|
1,687,528 | 21,563 | ||||||
2026
|
11,950,281 | 60,797 | ||||||
2027
|
3,431,365 | 85,052 | ||||||
2028
|
8,824,940 | 139,753 | ||||||
2029
|
6,889,761 | 81,940 | ||||||
2030
|
5,113,583 | 41,096 | ||||||
2031
|
3,728,626 | 43,592 | ||||||
2032
|
3,695,792 | 8,690 | ||||||
2033
|
3,187,559 | 15,882 | ||||||
2034
|
1,797,031 | 19,491 | ||||||
2035
|
2,594,151 | 21,113 | ||||||
2036
|
2,510,546 | 2,624 | ||||||
Total
|
$ | 56,451,877 | $ | 555,177 |
2016
|
2015
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$ | 20,056,077 | $ | 19,179,724 | ||||
Intangible assets
|
816,389 | 132,836 | ||||||
Other
|
575,065 | 605,231 | ||||||
Total gross deferred tax assets
|
21,447,531 | 19,917,791 | ||||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
10,391 | 12,541 | ||||||
Total gross deferred tax liabilities
|
10,391 | 12,541 | ||||||
Net total of deferred assets and liabilities
|
21,437,140 | 19,905,250 | ||||||
Valuation allowance
|
(21,437,140 | ) | (19,905,250 | ) | ||||
Net deferred tax assets
|
$ | --- | $ | --- |
2016
|
2015
|
|||||||
Expected income tax (benefit) at federal statutory tax rate -35%
|
$ | ( 1,558,549 | ) | $ | ( 961,543 | ) | ||
Permanent differences
|
7,739 | 53,653 | ||||||
Research tax credits
|
(2,624 | ) | (21,113 | ) | ||||
Amortization of deferred start up costs
|
--- | --- | ||||||
Valuation allowance
|
1,553,434 | 929,003 | ||||||
Income tax expense
|
$ | --- | $ | --- |
NOTE 18.
|
COMMITMENTS AND CONTINGENCIES
|
Calendar Years
|
Future Lease Expense
|
|||
2017
|
$ | 120,041 | ||
2018
|
28,908 | |||
2019
|
--- | |||
2020
|
--- | |||
Total
|
$ | 148,949 |
Name
|
2016
|
2015
|
2014 – 2011 |
Total
|
||||||||||||
Kerry P. Gray (1) (2) (3) (4)
|
$ | --- | $ | 275,153 | $ | 150,000 | $ | 425,153 | ||||||||
Terrance K. Wallberg
|
(5,207 | ) | 53,540 | --- | 48,333 | |||||||||||
Other employees
|
(54,871 | ) | 54,871 | --- | --- | |||||||||||
Total
|
$ | (60,078 | ) | $ | 383,564 | $ | 150,000 | $ | 473,486 |
(1)
|
On November 19, 2015, Mr. Gray resigned as the Company’s President and Chief Executive Officer and on February 18, 2016 resigned as a director for the Company.
|
(2)
|
The Company is asserting in a dispute with Mr. Gray that amounts recorded as being owed to Mr. Gray are not in fact owed to Mr. Gray or are offset by amounts Mr. Gray owes to the Company.
|
(3)
|
During 2015, Mr. Gray temporarily deferred compensation of $275,153 which consisted of $51,770 earned as salary compensation for his duties as President of the Company, $186,083 for his duties as Chairman of the Executive Committee of the Company’s Board of Directors, and $37,300 as a temporary advance of working capital.
|
(4)
|
During 2014, Mr. Gray temporarily deferred compensation of $150,000 which consisted of $62,500 earned as salary compensation for his duties as President of the Company and $87,500 for his duties as Chairman of the Executive Committee of the Company’s Board of Directors. During 2014, Mr. Gray was also repaid $269,986 of temporarily deferred compensation, of which $100,000 was used by Mr. Gray for funding required pursuant to a Securities Purchase Agreement, dated March 14, 2013 (the “March 2013 Offering”). Prior to 2014, over a three year period Mr. Gray temporarily deferred, at various times, aggregate compensation of $582,486 and during the same time period was also repaid $312,500 of temporarily deferred compensation, of which $300,000 was used by Mr. Gray for funding required pursuant to the March 2013 Offering.
|
NOTE 19.
|
LEGAL PROCEEDINGS
|
NOTE 20.
|
SUBSEQUENT EVENTS
|
1 Year ULURU (CE) Chart |
1 Month ULURU (CE) Chart |
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