AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (date of earliest event reported): October 10, 2017
Name of Registrant as Specified in its Charter)
or other jurisdiction of
East South Temple
Lake City, Utah
of Principal Executive Offices)
Telephone Number, Including Area Code:
name, former address, and formal fiscal year, if changed since last report)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)|
3.03. Material Modification to Rights of Security Holders.
information set forth in Item 5.03 is incorporated herein by reference.
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
previously reported, on July 14, 2017, ProLung, Inc. (the “Company”) accepted a majority written consent of stockholders
pursuant to which the stockholders, among other things, granted the Board of Directors of the Company discretionary authority
to amend the Certificate of Incorporation at any time on or before March 31, 2018 to effect a reverse stock split of no fewer
than two nor more than 20 shares outstanding shares of Common Stock into one share of post-split Common Stock. Following approval
of the Board of Directors, on October 10, 2017, the Company filed with the Secretary of State of the State of Delaware, an amendment
to the Company’s Certificate of Incorporation (the “Amendment”), effecting an 8-into-1 reverse stock split of
the Company’s shares of Common Stock to be effective on October 25, 2017.
a result of the reverse stock split, every 8 shares of the Company’s pre-reverse split Common Stock will be combined and
reclassified into one share of the Company’s Common Stock. Proportionate voting rights and other rights of common stockholders
will not be affected by the reverse stock split, other than as a result of the rounding up of fractional shares. If a fractional
share of Common Stock remains after the reverse stock split for any stockholder, such fractional share will be rounded up to a
whole share. No fractional shares will be issued in connection with the reverse stock split.
reverse stock split will become effective at 4:00 p.m., New York Time, on October 25, 2017. The par value and other terms of the
Common Stock will not be affected by the reverse stock split. The authorized capital of the Company of 120,000,000 shares of common
stock and 10,000,000 shares of preferred stock also will not be affected by the reverse split.
action is being taken in order to increase the value of a share of the Common Stock in connection with the Company’s application
for listing on the Nasdaq Stock Market following a proposed registered public offering. There is no assurance that the Company’s
application for listing on the Nasdaq Stock Market will be accepted or that the proposed registered offering of the Company’s
Common Stock will go effective and be successful. Any such offering may be highly dilutive to existing stockholders.
stock options, warrants and convertible notes outstanding immediately prior to the reverse stock split will generally be appropriately
adjusted by dividing the number of shares of Common Stock into which the stock options, warrants and convertible notes are exercisable
or convertible by 8 and multiplying the exercise or conversion price by 8, as a result of the reverse stock split. The number
of share of common stock subject to our stock incentive plan will be proportionately reduced.
of record as of closing on October 25, 2017 will receive instructions explaining the process for obtaining post-reverse stock
copy of the certificate of amendment effecting the reverse stock split is filed herewith.
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.
October 13, 2017
Anderson, Chief Financial Officer|