PROLUNG INC - FORM 10-Q/A - May 23, 2017

Attached files

file filename
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - PROLUNG INCf10qa033117_ex32z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - PROLUNG INCf10qa033117_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - PROLUNG INCf10qa033117_ex31z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - PROLUNG INCf10qa033117_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) 736–0729

(Registrant’s 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 issuer’s 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 registrant’s 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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