8-K

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): February 22, 2018

ProLung, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-54600	20-1922768
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

757 East South Temple Suite 150
Salt Lake City, Utah	84102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(801) 204-9623

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)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 22, 2018, Neil Berkley was appointed to the Board of Directors of ProLung, Inc. (the “Company”) and assigned to the Science and Technology Committee. In connection with the appointment of Mr. Berkley, the Board of Directors was expanded to seven directors, and Mr. Berkley was appointed to the class of directors whose term expires at the 2019 annual meeting of stockholders.

Neil Berkley is currently Executive Director of Corporate Development at Acadia Pharmaceuticals, Prior to Acadia, Neil was at GSK from 2014 until 2018, during which he had multiple roles including the Head of Business Development for Neuroscience, Head of West Coast Business Development, Site Head of a San Diego R&D satellite office and was a member of the transactions team. Previous to that, he was Head of Business Development for Cadence Pharmaceuticals from 2011 until 2014 and was Director of Business Development of Mpex Pharmaceuticals from 2001 to 2011, a company he co-founded. In 2004, Mr. Berkley co-founded Vaxiion where he still serves as a Business Advisor. Mr. Berkley has co-authored several articles and is an inventor on several patents in the life science field.

Mr. Berkley earned a Bachelor of Science Degree from University of California in San Diego in Molecular Biology. Mr. Berkley also earned a Master in Business Administration and a Master in Science, Molecular and Cell Biology, from San Diego State University.

The Company will include Mr. Berkley in the compensation structure it has disclosed for the Board of Directors.

Item 7.01. Regulation FD Disclosure.

On February 27, 2018, the Company issued a press release, entitled “ProLung, Inc. Announces Appointment of Neil Berkley to its Board of Directors” related to the appointment of Mr. Berkley, a copy of which is filed as Exhibit 99.1 to this Current Report.

The information contained in this Item 7.01 and in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed incorporated by reference by any general statements incorporating by reference this Current Report or future filings into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the information by reference. By filing this Current Report and furnishing this information, the Company makes no admission or statement as to the materiality of any information in this Current Report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release entitled “ProLung, Inc. Announces Appointment of Neil Berkley to its Board of Directors” issued on February 27, 2018

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.

	Fresh Medical Laboratories, Inc.
Dated: February 27, 2018	By:	/s/ Steven C. Eror
		Steven C. Eror, Chief Executive Officer

EX-99.1

 

ProLung, Inc. Announces Appointment of Neil Berkley to its Board of Directors

Salt Lake City, UT, February 27, 2018, — ProLung, Inc., (“ProLung” or the “Company”) the world leader in innovative predictive analytics technology and non-invasive tests for the risk stratification of lung cancer, announced today that Neil Berkley has joined the Company’s Board of Directors.

Steven C. Eror, President and CEO of ProLung®, stated, “I am pleased to welcome Mr. Berkley to our Board of Directors. As we begin commercializing the ProLung Test™, Mr. Berkley adds depth to our business development and strategic planning capability. Mr. Berkley, who has been recognized by some of the largest institutions in healthcare for his highly developed scientific and business skills, will join our Science and Technology Committee.”

“I am honored to join the ProLung Team and help build upon the great successes they have already achieved. I believe their predictive analytic ProLung Test can make a tremendous clinical and economic impact in the battle against lung cancer. These are exciting times for ProLung and I look forward to working with the team to make a difference in time for lung cancer patients around the world,” remarked Mr. Berkley.

Mr. Berkley is currently Executive Director of Corporate Development at Acadia Pharmaceuticals. Prior to Acadia, he worked with GlaxoSmithKline (GSK) as the Head of Business Development for Neuroscience, Head of West Coast Business Development, Site Head of a San Diego R&D satellite office and was a member of the Transactions Team. Before joining GSK, he was Head of Business Development at Cadence Pharmaceuticals where he was part of the team that successfully exited to Mallinckrodt for $1.3B in cash. Prior to Cadence, he held various roles with a primary focus on business development at Mpex Pharmaceutical where he helped raise over $100M in venture capital financing and closed multiple business development transactions including an option deal with GSK and the acquisition of Mpex by Aptalis. Mr. Berkley holds a Bachelor of Science in molecular biology from the University of California, San Diego and a Master of Science in cellular and molecular biology, as well as an MBA from San Diego State University. He currently resides in San Diego, California.

About ProLung, Inc.

ProLung’s mission is to make a difference in time for lung cancer patients. ProLung is the 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.

Forward-Looking Statements

This 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.

For further information, contact:

Andy Robertson | +1 801-503-9231| acr@prolunginc.com

ProLung Vice President of Marketing and Business Development

ProLung

757 E. South Temple Suite 150

Salt Lake City, Utah 84102

USA

www.prolunginc.com

Follow ProLung, Inc. on Twitter, Facebook and LinkedIn: @ProLunginc