SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 23, 2018
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
757 East South Temple Suite 150
Salt Lake City, Utah
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(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)|
|[ ]||Emerging growth Company|
|[ ]||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 12(a) of the Exchange Act|
Item 8.01. Other Events.
On October 23, 2018, ProLung, Inc. (the “Company”) issued a press release announcing the preliminary results of the consent solicitation. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
|99.1||ProLung, Inc. Press Release dated October 23, 2018|
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 hereunto duly authorized.
|Date: October 23, 2018||ProLung, Inc.|
|By:||/s/ Jared Bauer|
|Title:||Interim Chief Executive Officer|
FOR IMMEDIATE RELEASE
Salt Lake City, UT, October 23, 2018 – ProLung, Inc. (“ProLung” or the “Company”) announced today the preliminary results of the consent solicitation by Steven C. Eror and certain other persons (the “Eror Group”).
Based on the preliminary tally of ProLung’s proxy solicitation firm, Laurel Hill, and its outside counsel, Sidley Austin LLP, the Eror Group clearly failed to deliver consents from shareholders owning a majority of the outstanding shares. On their face, the Eror Group’s delivered consent cards did not constitute more than 50% of the outstanding shares. In addition, numerous of the delivered consent cards are duplicates or were subsequently revoked by shareholders. A substantial number of Eror Group’s consent cards were also legally invalid for a variety of reasons, but this was not outcome-determinative. In accordance with Delaware law, the consent solicitation has now concluded since the Eror Group was legally required to deliver the required consents by October 21, 2018.
The ProLung Board issued the following statement:
“We thank all of our shareholders for their participation throughout this process, and we look forward to working collaboratively to maximize value for all shareholders. We appreciate the shareholders’ strong support of our leadership and strategic vision and we look forward to putting this behind us. Notwithstanding the Eror Group’s failed consent solicitation, the ProLung Board of Directors continues to be open to constructive discussions with certain reasonable and rational members of the Eror Group, and looks forward to finding an amicable resolution for the benefit of all shareholders.”
The Company advises ProLung shareholders to disregard yesterday’s press release by Mr. Eror, in which he – for the third time – falsely declared victory. This is not a new tactic for Mr. Eror. He claimed already four weeks ago in a press release dated September 28, 2018 that he has received “more than the requisite number of consents” and expected to formally deliver the consents “next week.” Before then, Mr. Eror claimed in emails to shareholders on August 30, 2018 that “in a few days we are likely to have a majority.” These previous statements were obviously wrong, as was yesterday’s press release.
ProLung will file final voting results with the Securities and Exchange Commission on a Form 8-K once the results are finalized. In addition, the Company intends to file its proxy materials for the 2018 annual meeting of shareholders of the Company in the near future. ProLung shareholders are not required to take any action at this time.
Sidley Austin LLP is serving as legal advisors to the Company.
About ProLung, Inc.
The mission of ProLung, Inc. is to make a difference in time for lung cancer patients. ProLung is a world leader in innovative predictive analytics technology and non-invasive tests for the risk stratification of lung cancer. The Company develops, tests, and commercializes solutions which may shorten the time to diagnosis and expand the therapeutic window for lung cancer patients. ProLung’s predictive analytics platform for lung cancer risk stratification is approved for sale in the European Economic Area and investigational use in the USA.
release may contain forward-looking statements regarding projected business performance, operating results, financial condition
and other aspects of the Company, expressed by such language as “expected,” “anticipated,” “projected”
and “forecasted.” Please be advised that such statements are estimates only and there is no assurance that the results
stated or implied by forward-looking statements will actually be realized by the Company. Forward-looking statements may be based
on management assumptions that prove to be wrong. The Company and its business are subject to substantial risks and potential
events beyond its control that would cause material differences between predicted results and actual results, including the Company
incurring operating losses and experiencing unexpected material adverse events.
Phil Denning- ICR Inc.