SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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Steven C. Eror, together with the other participants named herein, has filed a preliminary consent statement and an accompanying WHITE consent card with the Securities and Exchange Commission to be used to solicit consents from stockholders of ProLung, Inc., a Delaware corporation (“ProLung”), for a number of proposals, the ultimate effect of which, if successful, would be to elect Mr. Eror’s eight (8) highly qualified director nominees.
On August 7, 2018, Mr. Eror issued the following press release:
PROLUNG SHAREHOLDER GROUP LED BY FOUNDER AND FORMER CEO STEVE EROR FILES PRELIMINARY CONSENT MATERIALS FOR THE ADDITION OF 8 NEW DIRECTORS TO THE BOARD
Cautions the Board Against any Further Board Appointments or Governance Changes During the Pendency of the Consent Solicitation
SALT LAKE CITY, Aug. 7, 2018 /PRNewswire/ -- Steven C. Eror, the Co-Founder and Former President, CEO and member of the Board of Directors (the "Board") of ProLung, Inc. ("ProLung" or, the "Company"), together with a group of stockholders (the "Group") collectively owning approximately 18.5% of the outstanding common stock of ProLung, issued the following statement today on behalf of the Group and in response to the Company's recently announced Board appointment and expansion.
"We are excited to announce that we have taken the preliminary steps required to offer shareholders an opportunity to elect 8 new members of the ProLung Board. We believe the current Board has been tone deaf to shareholder concerns, and our consent solicitation is seeking to add new directors who will aim to give shareholders a voice at ProLung. The current Board has acknowledged our consent solicitation by responding to our Record Date Request Notice and setting a record date of August 13, 2018. At the same time, we are very troubled by the Board's recent announcement, following the Group's filing, that it has appointed a new director in the face of our efforts to enhance and enlarge the Board. It is telling that the Board does not even intend to put up this new director for election at this year's Annual Meeting.
We would caution Vice Chairman Bob Raybould and directors Scott Nixon, Jared Bauer, Mike Garff and Mark V. Anderson against any further Board appointments or manipulation of ProLung's corporate governance machinery during the pendency of our consent solicitation. We are confident that shareholders will see through such defensive measures as an attempt to further entrench ProLung's Board and management team at the expense of shareholders."
About Steven C. Eror
Mr. Eror has 26 years of executive experience in medical device, drug development, drug delivery, molecular modeling, artificial intelligence, biopharmaceuticals, diagnostics, information technology and manufacturing in public, private and emerging companies. He is ProLung's founder, and became Chief Executive Officer, President and Director of ProLung, Inc. in February 2005.
Steven C. Eror
PO Box 981194
Park City, Utah 84098
Olshan Frome Wolosky LLP
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Steven C. Eror, together with the other participants named herein, has filed a preliminary consent statement and accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) of a consent statement and accompanying white consent card to solicit proxies and consents for the amendment of the Bylaws and the election of a slate of eight (8) director nominees to the Board.
WE STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PRELIMINARY CONSENT SOLICITATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE UPON REQUEST.
The participants in the solicitation are Michael Christiansen, Ron Dunford, Steven Eror, Brian Loveridge, Todd Morgan, Don Patterson, Richard Serbin and Eric Sokol (collectively, the “Participants”).
Information regarding the Participants, including their direct or indirect interests in the Company, by security holdings or otherwise, is contained in the Schedule 13D, as may be amended from time to time (the “Schedule 13D”), filed by Mr. Eror with the Securities and Exchange Commission (the “SEC”). The Schedule 13D is available at no charge on the SEC’s website at http://www.sec.gov. As of the date hereof, the Participants collectively beneficially own an aggregate of 731,377 shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), consisting of (i) 174,251 shares of Common Stock directly beneficially owned by Steven C. Eror, (ii) 8,900 shares of Common Stock directly beneficially owned by Brian Loveridge, (iii) 172,188 shares of Common Stock beneficially owned by Todd Morgan, including (a) 32,500 shares of Common Stock held by an irrevocable trust of which Mr. Morgan is the trustee, (b) 33,750 shares of Common Stock held by a trust of which Mr. Morgan is the manager, (c) 3,750 shares of Common Stock held by a trust of which Mr. Morgan is the manager, (d) 50,000 shares of Common Stock held by a trust of which Mr. Morgan is the manager, and (e) 27,188 shares of Common Stock held directly, (iv) 58,735 shares of Common Stock directly beneficially owned by Don Patterson (v) 277,621 shares of Common Stock directly beneficially owned by Eric Sokol and (iv) 39,683 shares of Common Stock directly beneficially owned by Ron Dunford. As of the date hereof, none of Messrs. Christiansen or Serbin beneficially own any shares of Common Stock.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY USE OF WORDS SUCH AS "OUTLOOK", "BELIEVE", "INTEND", "EXPECT", "POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATE", "ANTICIPATE", AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS. FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON PRESENT BELIEFS OR EXPECTATIONS. HOWEVER, FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR AS A RESULT OF VARIOUS RISKS, REASONS AND UNCERTAINTIES. EXCEPT AS REQUIRED BY LAW, MR. EROR AND THE PARTICIPANTS UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.