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): ~~June~~September 281, ~~2022~~2023

ProLung, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38362

20-1922768

(State or other jurisdiction of
incorporation or organization)

(Commission

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

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

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events

OnOver ~~June~~the ~~23,~~past ~~2022~~several months, ProLung, Inc. dba IONIQ Sciences (the “Company”) ~~held~~has anbeen ~~annual~~engaged ~~meeting~~in a series of ~~its~~discussions ~~stockholders~~with the U.S. Food and Drug Administration (“FDA”) to enhance our understanding and clarity regarding the ~~“Annual~~FDA’s substantive ~~Stockholder~~review ~~Meeting”).~~of ~~The~~our ~~stockholders~~De ~~approved~~Novo ~~all~~Application. ~~proposals~~Through ~~considered~~these atdiscussions the ~~Meeting~~Company ~~and~~acquired ~~approved~~clarification ~~all~~on ~~nominees~~various facets of the ~~Company~~FDA’s ~~for~~additional ~~director~~information requests, including critical elements such as ~~follows:~~software considerations, biocompatibility, electrical testing, Indications for Use, labeling, and justification for sterility classification.

1.The ~~Each~~FDA has requested an additional study to address some of the ~~following~~FDA’s ~~persons~~questions and concerns. While the Company was ~~elected~~aware that an additional study might be required to ~~serve~~gather assupplementary adata ~~director~~prior ~~until~~to approval, the ~~2024~~FDA ~~annual~~has ~~meeting~~requested an extended multi-year follow ofup ~~the~~period. ~~stockholders~~The ofrequest ~~the~~for ~~Company~~an orextended ~~until~~follow-up ~~his~~period ~~successor~~presents ~~shall~~significant ~~have~~challenges ~~been~~to ~~duly~~the ~~elected,~~Company’s ~~unless~~operational hetimeline, financial ~~earlier~~position, ~~resigns~~capital-raising orendeavors, isand ~~removed:~~operations.

Name of Nominee	Votes For		Withheld (Against)		Broker Non-Votes (Against)		Abstain
David Nielsen		1,999,721		0		0		6,871
Jared Bauer		2,003,676		2,916		0		0
Rich McKeown		1,999,721		0		0		6,871

The Company is actively assessing its financial and operational strategies, however the current indications are that the FDA’s new study requirements have made the Company financially unsustainable in its current form.

Because the Board of Directors of the Company has a staggered board, the terms of the remaining four 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, 2021 was approved based upon the following vote:

Votes For			2,006,592
Votes Against			Nil
Abstain/Broker Non-Vote			Nil

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: June 28, 2022	By	/s/ Jared Bauer
Dated: September 1, 2023	By	/s/ Jared Bauer
		Jared Bauer, Chief Executive Officer

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