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): ~~March~~June 828, 2022

ProLung, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38362	20-1922768
(State or other jurisdiction of	(Commission	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)	File Number)	Identification No.)

350 W. 800 N.
Suite 214
Salt Lake City, Utah		~~84102~~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 ~~Stock~~ None None

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~5.~~405 of~~07 ~~this~~Submission ~~chapter) or Rule 12b-2~~ of ~~the~~Matters ~~Securities~~to ~~Exchange~~a ~~Act~~Vote of ~~1934~~Security ~~(§240.12b-2 of this chapter).~~Holders

~~Emerging~~On ~~growth~~June ~~company~~23, ☒2022, ProLung, Inc. dba IONIQ Sciences (the “Company”) held an annual meeting of its stockholders (the “Annual Stockholder Meeting”). The stockholders approved all proposals considered at the Meeting and approved all nominees of the Company for director, as follows:

If1. anEach ~~emerging~~of ~~growth~~the ~~company,~~following ~~indicate~~persons bywas ~~check~~elected ~~mark~~to ifserve ~~registrant~~as ~~has~~a ~~elected~~director ~~not~~until ~~to use~~ the ~~extended~~2024 ~~transition~~annual ~~period~~meeting of ~~for~~the ~~complying with~~stockholders ~~any~~of ~~new~~the Company or ~~revised~~until ~~financial~~his ~~accounting~~successor ~~standards~~shall ~~provided~~have ~~pursuant~~been toduly ~~Section~~elected, ~~13(a)~~unless ofhe ~~the~~earlier ~~Exchange~~resigns ~~Act.~~or ☐is removed:

Item 1.01 Entry into Material Definitive Agreement.

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~~Because ~~Company entered into~~ the ~~Termination~~Board &of ~~Intellectual~~Directors Property Assignment Agreement on March 3, 2022 with Orem TEK Development Corp. and OT Acceptance (the “Agreement”). Pursuant to the Agreement, OT Acceptance sold, transferred and assigned to the Company all of ~~OT Acceptance’s rights, title and interest in and to certain patents, as more fully described in~~ the ~~Agreement.~~ ~~The aggregate consideration paid by the~~ Company tohas OTa ~~Acceptance~~staggered ~~under the Agreement was $175~~board,~~000,~~ ~~which was paid $75,000 in cash and~~ the ~~$100,000~~terms ~~through the issuance~~ of ~~6,436 shares of~~ the ~~Company’s~~remaining ~~common~~four ~~stock~~directors athad annot ~~agreed~~expired ~~upon~~as ~~value~~ of ~~$15.54~~the ~~per~~Annual ~~share~~Stockholder Meeting.

~~Item 7~~2.01 The ~~Regulation~~proposal FDto ~~Disclosure~~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:

On March 8, 2022, ProLung, Inc., dba IONIQ Services, Inc. (the “Company”), issued a press release to announce that it had acquired from OT Acceptance, LLC certain patents that the Company had previously been licensing from OT Acceptance, LLC. A copy of the press release is attached herewith as Exhibit 99.1.

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

The Company is furnishing the information in this Item 7.01 (including Exhibit 99.1 attached hereto) pursuant to Regulation FD promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Such information shall not be deemed “filed” for purposes of the Exchange Act or otherwise subject to the liabilities of that section, and is not deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

The foregoing summary of the terms of the Agreement is not complete and is qualified in its entirety by the actual terms and conditions of the Agreement, a copy of which the Company intends to file in a future filing with the Commission.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release, dated March 8, 2022, entitled “IONIQ Sciences Inc. Announces Acquisition of Intellectual Property and Buyout of License.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 8, 2022	By	/s/ Jared Bauer
Dated: June 28, 2022	By	/s/ Jared Bauer
		Jared Bauer, Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release, dated March 8, 2022, entitled “IONIQ Sciences Inc. Announces Acquisition of Intellectual Property and Buyout of License.”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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