8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): February 12, 2020

 

ProLung, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38362   20-1922768
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File Number)   Identification No.)

 

350 W. 800 N.

Suite 214

   
Salt Lake City, Utah   84103
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:

(801) 736-0729

 

N/A

(Former name, former address, and formal fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
     
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On February 12, 2020, the Company published a Press Release announcing that the Utah Division of Securities had dismissed all charges of securities fraud against ProLung and its current management. The Company also reached a settlement with the Division for paying unlicensed dealer-brokers to sell its securities during 2012-2014 under prior management.

 

The information contained in this Item 7.01 and in the attached Exhibit 99 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed incorporated by reference by any general statements incorporating by reference this Current Report or future filings into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the information by reference. By filing this Current Report and furnishing this information, the Company makes no admission or statement as to the materiality of any information in this Current Report that is required to be disclosed solely by reason of Regulation FD.

 

Item 8.01 Other Events

 

On January 6, 2020, the Utah Division of Securities dismissed all charges of securities fraud against ProLung and its current management. The Company also reached a settlement with the Division for paying unlicensed dealer-brokers to sell its securities during 2012-2014 under prior management.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

ProLung, Inc. Press Release dated February 12, 2020, exhibit 99.1

 

Stipulation and Consent Order of the Utah Division of Securities dated January 9, 2020, exhibit 99.2

 

Order of Dismissal of the Utah Division of Securities dated January 15, 2020, exhibit 99.3

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ProLung, Inc.
     
Dated: February 12, 2020 By:  /s/ Jared Bauer
    Jared Bauer, Chief Executive Officer