Attached files
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EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - PROLUNG INC | f10qa033117_ex32z2.htm |
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - PROLUNG INC | f10qa033117_ex32z1.htm |
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - PROLUNG INC | f10qa033117_ex31z2.htm |
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - PROLUNG INC | f10qa033117_ex31z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Amendment No. 1
X . Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2017
. Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________ to ______________
Commission file number: 000-54600
PROLUNG, INC.
(FORMERLY FRESH MEDICAL LABORATORIES, INC.)
(Exact name of registrant as specified in its charter)
Delaware |
| 20-1922768 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
757 East South Temple, Suite 150 |
|
|
Salt Lake City, Utah |
| 84102 |
(Address of principal executive offices) |
| (Zip Code) |
(801) 7360729
(Registrants telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X ..No ..
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of accelerated filer, large accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | . . | Accelerated filer | . |
Non-accelerated filer | . . | Smaller reporting company | X . |
|
| 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 7(a)(2)(B) of the Securities Act. .
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ..No X .
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
As of May 19, 2017, the issuer had 30,418,194 shares of common stock, $0.001 par value, outstanding.
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Explanatory Note
This Amendment No. 1 on Form 10-Q/A amends the registrants Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2017 as filed with the Securities and Exchange Commission by the registrant on May 22, 2017. This Amendment is filed to include the 101 XBRL Interactive Data File exhibits required by Item 6. No other items are being amended except as described in this Explanatory Note and this Amendment does not reflect any events occurring after the filing of the original Quarterly Report on Form 10-Q for the period ending March 31, 2017.
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PART II--OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit Number | Description |
3.1 | Second Amended and Restated Certificate of Incorporation(2) |
3.2 | Amendment to Certificate of Incorporation dated April 3, 2017(3) |
3.2 | By-Laws(1) |
4.1 | Form of Warrant issuable to Placement Agents(4) |
4.2 | Form of Warrant issued in $3.2 million offering in April 2017(4) |
10.1 | Placement Agent Agreement dated March 8, 2017 with Weild Capital, LLC(4) |
10.2 | Amendment to Employment Agreement executed on March 29, 2017(4)# |
10.3 | Consulting Agreement with Robin Smith(4) |
31.1 | Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended* |
31.2 | Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended* |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
101 INS | XBRL Instance Document* |
101 SCH | XBRL Schema Document* |
101 CAL | XBRL Calculation Linkbase Document* |
101 LAB | XBRL Labels Linkbase Document* |
101 PRE | XBRL Presentation Linkbase Document* |
101 DEF | XBRL Definition Linkbase Document* |
* Filed herewith
(1)
Incorporated by reference with Form 10 filed February 10, 2012, File No. 12750426.
(2)
Incorporated by reference from an exhibit to our Current Report on Form 8-K filed on December 9, 2014.
(3)
Incorporated by reference to our Current Report on Form 8-K filed on April 6, 2017.
(4)
Incorporated by reference to our Form 10-Q for the period ended March 31, 2017 filed on May 22, 2017.
SIGNATURES
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, thereunto duly authorized.
|
| FRESH MEDICAL LABORATORIES, Inc. |
|
|
|
Date: May 22, 2017 |
| By: /s/ Steven C. Eror |
|
| Steven C. Eror, |
|
| Chief Executive Officer and President (Principal Executive Officer) |
|
|
|
Date: May 22, 2017 |
| By: /s/ Aaron Stout |
|
| Aaron Stout, |
|
| Chief Accounting Officer |
|
| (Principal Financial Officer) |
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