8-K 1 form8-k.htm











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (date of earliest event reported): July 14, 2021


ProLung, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware   001-38362   20-1922768
(State or other jurisdiction of
incorporation or organization)
File Number)
  (IRS Employer
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



(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 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 5.07 Submission of Matters to a Vote of Security Holders


On July 9, 2021, ProLung, Inc. dba IONIQ Sciences (the “Company”) held an annual meeting of its stockholders (the “Annual Stockholder Meeting”). The stockholders approved all proposals considered at the Meeting and approved all nominees of the Company for director, as follows:


1. The following person was elected to serve as a director until the 2023 annual meeting of the stockholders of the Company or until his successor shall have been duly elected, unless he earlier resigns or is removed:


Name of Nominee  Votes For   Withheld
Jim Hogan   1,674,234    500    33,125    0 


Because the Board of Directors of the Company has a staggered board, the terms of the remaining five directors had not expired as of the Annual Stockholder Meeting.


2. The proposal to ratify the appointment of Sadler Gibb & Associates LLC to serve as the Company’s independent registered public accounting firm (independent auditors) for the year ending December 31, 2020 was approved based upon the following vote:


Votes For 1,707,859
Votes Against Nil
Abstain/Broker Non-Vote Nil






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: July 14, 2021 By  /s/ Jared Bauer
    Jared Bauer, Chief Executive Officer