UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

ProLung, Inc.PROLUNG, INC.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ProLung, Inc.

757 East South Temple,PROLUNG, INC. dba IONIQ Sciences

350 W. 800 N., Suite 150 ● 214

Salt Lake City, UT 84012Utah 84103

September 20, 2017May 25, 2021

Dear Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of ProLung, Inc. dba IONIQ Sciences (“ProLung,” “IONIQ” or the “Company”) scheduled to be held remotely via webconference at 1:0011:30 a.m. to 12:30 p.m., November 3, 2017, in the Milano Room at the Grand America Hotel at 555 Main Street, Salt Lake City, Utah 84101.

MT on July 9, 2021. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the items to be considered and acted upon by stockholders.Stockholders. You may also find these documents online at www.viewproxy.com/IONIQ/2020.

Your vote is very important. Whether you planFor Registered Holders to attend the Annual Meeting or not, we urge youvote: www.FCRVote.com/IONQ

For Registered Holders to vote your shares as soon as possible by returningvia Phone, please call: 1-866-402-3905

The Company’s Proxy Statement and Annual Report to Stockholders for the enclosed proxy card. This will ensure representation of your sharesfiscal year ended December 31, 2020 are available on the Internet at the Annual Meeting ifwww.viewproxy.com/IONIQ/2020 or call IONIQ Sciences at 801-736-0729.

If you are unable to attend.have any questions or require any assistance with voting, please contact IONIQ Sciences at 801-736-0729.

We look forward to seeing you at the Annual Meeting.

Sincerely,

ProLung, Inc.PROLUNG, INC. dba IONIQ Sciences

757 East South Temple,350 W. 800 N., Suite 150 ● 214

Salt Lake City, UT 84012Utah 84103

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

OF PROLUNG, INC. dba IONIQ Sciences

By authorizationThe Stockholder Meeting will be completely virtual and conducted via live audio webcast because of the Board

Steven C. Eror

Presidentpublic health impact of the COVID-19 pandemic to enable our stockholders to participate from any location around the world that is convenient to them. You will be able to attend the Stockholder Meeting by first registering at https://viewproxy.com/ioniq/2020/htype.asp. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and Chief Executive Officersubmit questions during the virtual meeting.

September 20, 2017We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world at no-cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. During the Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting.

If you are a registered holder, your virtual control number will be on your Notice of Internet Availability of Proxy Materials or Proxy Card.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2020 annual meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/ioniq/2020/htype.asp. On the day of the annual meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

Technical Difficulties

There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 11:15 a.m. MDT on July 9, 2021, (15 minutes prior to the start of the meeting is recommended) the day of the meeting, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

The Board of Directors (the “Board”) has set the close of business on May 13, 2021 as the record date for determining Stockholders of the Company entitled to notice of and to vote at the Annual Meeting.

EVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR PROXY BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF THE BOARD’S NOMINEE UNDER PROPOSAL 1 AND “FOR” PROPOSAL 3 USING THE ENCLOSED PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on July 9, 2021: The Company’s Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2020 are available on the Internet at www.viewproxy.com/IONIQ/2020.

IMPORTANT

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.

For Registered Holders to vote: www.FCRVote.com/IONQ

For Registered Holders to vote via Phone, please call: 1-866-402-3905

The Company’s Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2020 are available on the Internet at www.viewproxy.com/IONIQ/2020 or call IONIQ Sciences at 801-736-0729.

If you have any questions or require any assistance with voting, please contact IONIQ Sciences at 801-736-0729.

Proxy Statement for the

Annual Meeting of Stockholders of

PROLUNG, INC.

To Be Held on November 3, 2017

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF STOCKHOLDERS

OF

PROLUNG, INC.

November 3, 2017

OVERVIEW

Solicitation

This Proxy Statement, the accompanying Notice of Annual Meeting, proxy card and the Annual Report to Stockholders of ProLung, Inc. (the “Company” or forms of “we”) are being mailed on or about September 22, 2017, which is the approximate date on which this proxy statement and form of proxy are first being mailed or made available to the Company’s stockholders. The Board of Directors (the “Board”) of the CompanyProLung, Inc. dba IONIQ Sciences, a Delaware corporation (the “Board”“Company”), is solicitingusing this Proxy Statement to solicit your proxy to vote your sharesfor use at theour 2020 Annual Meeting of Stockholders (including any postponements or adjournments thereof, the Company’s Stockholders to be held on November 3, 2017 (the “Meeting”“Annual Meeting”). TheWe are sending this Proxy Statement and the enclosed proxy card on or about December 30, 2020, to our Stockholders of record as of the close of business on May 13, 2021. References in this Proxy Statement to “ProLung,” “IONIQ,” the “Company,” “we,” “us,” “our” and similar terms refer to ProLung, Inc. dba IONIQ Sciences.

OVERVIEW

Solicitation

Why am I receiving these materials?

Our Board is soliciting yourproxies in connection with the Annual Meeting. On or about May 25, 2021, we expect to begin mailing these proxy in an effortmaterials to give all stockholdersStockholders of record as of the opportunityclose of business on May 13, 2021, the record date.

You are receiving this Proxy Statement as a Stockholders of the Company. We request that you promptly use the enclosed proxy card to vote, on matters that will be presented atby telephone, Internet or mail, in the Meeting. This Proxy Statement provides informationevent you desire to assist you in votingexpress your shares.support of or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF THE BOARD’S NOMINEE UNDER PROPOSAL 1 AND “FOR” PROPOSAL 2 USING THE ENCLOSED PROXY CARD.

What is a proxy?

A proxy is your legal designation of another person to vote on your behalf. You are giving the individualsindividual appointed by the Board as proxies (Steven C. Eror and Mark V. Anderson)proxy (Don A. Patterson) the authority to vote your shares in the manner you indicate.

Why did I receive more than one notice?

You may receive multiple notices if you hold your shares in different ways (e.g., joint tenancy, trusts or custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your notice or other voting information from your broker. In any case, you should vote for each notice you receive.

Voting Information

Who is qualified to vote?

The Board has selected September 5, 2017May 13, 2021 as the record date. You are qualified to receive notice of and to vote at the Annual Meeting if you owned shares of common stock of the Company (the “Common Stock”“Common Stock”) at the close of business on September 5, 2017.May 13, 2021.

How many votes do I have?

You have one vote for each share of Common Stock that you owned at the close of business on the record date. These shares include shares held by you as a “Stockholder of record” and as a “beneficial owner.”

How many shares of Common Stock may vote at the Annual Meeting?

As of September 5, 2017,April 14, 2021, there were 30,892,5124,094,916 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented at the Annual Meeting.

What “quorum” is required for the Annual Meeting?

In order to have a valid Stockholder vote, a quorum must exist at the Annual Meeting. Following a deliberative review of the Company’s quorum requirements, on November 1, 2018, as permitted by the Bylaws, the Board amended the quorum provision of the Bylaws. As amended, the Bylaws provide that a quorum exists when the holders of shares of Common Stock having at least one-third of the votes which could be cast by the holders of all outstanding shares of Common Stock entitled to vote at the Annual Meeting are present in person or represented by proxy.

What is the difference between a “stockholder“Stockholder of record” and a “street name” holder?

If your shares are registered directly in your name with Action Stock Transfer Corporation, the Company’s transfer agent, you are a “stockholder“Stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

How can I vote at the Annual Meeting?

YouStockholders of Record. Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

Beneficial Owners. If you are the beneficial owner of your shares (that is, you hold your shares in person by attending the Meeting. You may also“street name” through an intermediary such as a broker, bank or other nominee), you will receive instructions from your bank, broker or other nominee. Your bank, broker or other nominee will not vote your proxy by mail, by phone or online. To vote your proxy by mail, mark your voteshares on the enclosed proxy card, then follow theany non-routine matters unless you provide them instructions on the card. To vote by phone use any touch tone telephone and dial 1 (866) 804-9616 and have your proxy card available and follow the voting instructionshow to vote your shares. ToYou should instruct your bank, broker or other nominee how to vote your shares by following the directions provided by your bank, broker or other nominee. Alternatively, you may obtain a “legal proxy” from your bank, broker or other nominee and bring it with you to hand in with a ballot in order to be able to vote your shares at the Annual Meeting. If you would like to vote shares electronically at the Annual Meeting, you will need to obtain a legal proxy onfrom your broker, bank or other nominee and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com) as part of the registration process. After registering, you will receive a virtual control number in the email confirming your registration. Please note that if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting but you will not be able to vote shares electronically at the Annual Meeting.

General. If you submit your proxy using any of the methods above, Don A. Patterson will vote your shares in the manner you indicate. You may specify whether your shares should be voted for the nominees for director and for or against any other proposals properly introduced at the Annual Meeting. If you vote by telephone or Internet goand choose to www.aalvote.com/LUNG, havevote with the recommendation of the Board, or if you vote by mail, sign your proxy card, and followdo not indicate specific choices, your shares will be voted “FOR” the promptselection of the director nominee (Proposal 1), and “FOR” ratification of the appointment of our independent public accounting firm (Proposal 2).

If a matter is not timely submitted pursuant to Rule 14a-4(c)(1), your proxy will authorize Don A. Patterson to vote your shares.

shares in his discretion with respect to any such matter subsequently raised at the Annual Meeting. At the time this Proxy Statement was filed, we knew of no matters to be considered at the Annual Meeting other than those referenced in this Proxy Statement.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares on the proxy card as follows:

What are my choices when voting?

Why is the Board recommending a “FOR” vote for Proposals 1 and 2?

We describe all proposals and the Board’s reasons for supporting each of them in detail beginning on page [11] of this Proxy Statement.

How will my shares be voted if I do not specify how they should be voted?

If you execute the enclosed proxy card without indicating how you want your shares to be voted, the proxiesproxy appointed by the Board will vote as recommended by the Board and described previously in this section.

How will withheld votes, abstentions and broker non-votes be treated?

Withheld votes, abstentions and broker non-votes will be deemed as “present” at the Annual Meeting and will be counted for quorum purposes only.

Can I change my vote?

You may revoke your proxy before the time of voting at the Annual Meeting in any of the following ways:

What vote will be required to approve each proposal?

Proposal 1 providesThe Bylaws provide that the two director-nominees who receive the most votes for his election will be elected as directorsof a director requires a plurality of all of the Company.votes cast either in person or by proxy at the Annual Meeting. Withheld votes, abstentions and broker non-votes will have no effect on the voting results of Proposal 1.

Proposal 2 will be approved if the number of votes cast, in person or by proxy, in favor exceeds a majority of the shares of Common Stock entitled to vote on the Proposals. Withheld votes, abstentions and broker non-votes will be the equivalent of a vote against Proposal 2.3.

What are broker non-votes?

Broker non-votes occur when holders of record, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the Annual Meeting. Broker non-votes will be the equivalent of votes against Proposal 2.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under applicable securities rules to cast votes on certain “routine” matters if they do not receive instructions from their customers.

The ratification of the independent registered accounting firm is considered a routine matter for which brokerage firms may vote unvoted shares. The election of directors is not considered a routine matter under current securities rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” It should be noted that securities rules previously considered the election of directors to be a “routine” matter for which brokerage firms could vote in the election of directors if the record holder had not received instructions on how to vote from the beneficial owner. Accordingly, given this recent change, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

Who will count the votes?

Individuals designated by the Board will count the votes and serve as inspectors of election. The inspectors of election will be present at the Annual Meeting.

General

Who will pay the cost of this proxy solicitation?

The Company will pay the costs of soliciting proxies. Upon request, the Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Common Stock.

How are proxies being solicited for use at the Annual Meeting?

All solicitations on behalf of the Board will be preceded by this Proxy Statement. Officers, directors and employees of the Company may, for no additional consideration, contact stockholdersStockholders by telephone, e-mail or similar means in order to encourage them to send in proxies.

How are proxy materials being delivered?

Proxy materials are being delivered to all holders by mail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 3, 2017.July 9, 2021: The Company’s Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 20162020 are available on the Internet atwww.viewproxy.com/ProLung/2017IONIQ/2020..

PROPOSAL 1

ELECTION OF DIRECTORS

Composition ofHas the BoardCompany received notice from one or more Stockholders that they intend to nominate director candidates at the Annual Meeting?

The Board currently consists of six directors. All directors serve a three-year, staggered term, with two of the current six directors being subject to re-election each year.No.

The current composition ofUnder the Board is:

Nominees for Election as Directors

At the Meeting, the Company proposes to elect two directors to hold office until the 2020 Annual Meeting of StockholdersFirst Amended and until their successors have been elected and have qualified. The two nominees of the Board for election at the Meeting are Robert W. Raybould and Todd Morgan. Both nominees are currently serving as a directorRestated Bylaws of the Company and have consented(the “Bylaws”), a Stockholder may submit a proposal to be named as a nominee. Stockholders voting in person or by proxy at the Meeting may only vote for two nominees. If, prior to the Meeting, any of the nominees becomes unable to serve as a director, the Board may designate a substitute nominee. In that event, the persons named as proxies intend to vote for the substitute nominee designatedvoted on by the Board.

The Board believes that both Mr. Raybould and Mr. Morgan possess the experience and qualifications that directorsStockholders of the Company should possess, as describedto change the number of directors composing the Board. Such amendment must be proposed in detail below, and thataccordance with the experience and qualifications of each nominee compliments the experience and qualifications of the other nominee and directors. The experience and qualifications of each nominee and other members of the Board, including information regarding the specific experience, qualifications, attributes and skills that led the Board, to conclude that he or she should serve as a director of the Company at the present time, in light of the Company’s business and structure, arerequirements set forth onin the following pages.Bylaws, which, among other things, include valid and timely submission.

Robert W. Raybould, age 81. Mr. Raybould has served as one of our directors since January 2012. Mr. Raybould began his career inWhat are the U.S. Army and Eastman Kodak and became a financial planner. In 1971, he co-founded Realvest (a real estate investment company) and then sold its holdings between 1981 and 1984. Realvest again syndicated real estate in the early 1990’s and sold in 1997. In 1987, Mr. Raybould assisted in founding TRI Capital Corporation (a mortgage-banking firm) and served as a member of its Board of Directors until 2005. In 1995, he assisted in the formation of DTM Research, LLC and served as Chairman of the Board from its formation until 2006. In 1999, he founded Greenhill Financial (now Arlington Value Capital, LLC) and served as one of its managing partners until 2006. From 2007 to present, Mr. Raybould has been actively investing in companies. Mr. Raybould holds a BS in Banking and Finance and an MBA from the University of Utah.fiscal year end dates?

We believe that Mr. RaybouldThis Proxy Statement provides information about the matters to be voted on at the Annual Meeting and additional information about IONIQ Sciences and its executive officers and directors. Some of the information is well qualified to serveprovided as of the end of our 2019 or 2020 fiscal years and some of the information is provided as of a director due to his extensive experience in finance.more recent date. Our fiscal year 2019 ended on December 31, 2019 and our fiscal year 2020 ended on December 31, 2020.

Todd Morgan, age 65. Mr. Morgan has served as one of our directors since January 2014 and was appointedWhere can I find the Chairman of the Board in April 2016. He began his career with The West Bend Company in the sales department and served as the District Manager from 1974 to 1981. He started Morgan Industries in 1982. Morgan Industries owns Morgan Pavement Inc. (an asphalt paving and maintenance company). Morgan Industries Inc. also owns Nurock Asphalt (a company which currently manufactures and sells asphalt maintenance products). Mr. Morgan currently serves as Chairman of the Board of Morgan Industries Inc. In 2008, Mr. Morgan formed MPM Investment Group LP and currently serves as general partner and manager. Mr. Morgan served on the Board of Directors of America West Bank from 2004 to 2009. Mr. Morgan is also serving on the Board of Directors of Ellison Ranching Company. We believe that Mr. Morgan is well qualified to serve as a director due to his extensive experience in business management.voting results?

The Board believes that Mr. Morgan’s business education, expertise, and extensive operational and financial experience qualify him for service asWe intend to announce preliminary voting results at the Annual Meeting. We will disclose the preliminary results in a memberCurrent Report on Form 8-K, which we expect to file following the Annual Meeting. You can obtain a copy of the Board.Form 8-K by logging on to our website at https://ioniqsciences.com/investor-relations/financial-information/sec-filings/, or by visiting the Securities and Exchange Commission’s (the “SEC”) public reference room at 100 F Street, NE, Washington, DC 20549, or through the EDGAR system at www.sec.gov. Information on our website does not constitute part of the Company’s proxy solicitation materials.

DIRECTORS WHOSE TERMS OF OFFICE CONTINUEWhom should I call if I have questions about the Annual Meeting?

Steven C. Eror, age 64 Mr. Eror has 26 years of executive experience in the following areas: medical device, drug development, molecular modeling, biopharmaceuticals, information technology and manufacturing in public, private and emerging companies. He is our Chief Executive Officer, President and Director in February 2005. Mr. Eror served as Chief Executive Officer of MacroMed, Inc. (which focuses on injectable and oral drug delivery, breast and esophageal cancer therapeutics, analgesics and immunotherapy) from 2002For Registered Holders to 2004. He also served as the Chief Executive Officer of Consonus (an IT application service provider with operations throughout the western U.S.) from 2000 to 2001. Mr. Eror was the Chief Financial Officer of Pharmadigm (which focuses on injectable anti-inflammatory for severe burns, asthma and wound healing) from 1996 to 2000. Prior to this, he was Chief Financial Officer of Evans and Sutherland Computer Corporation (NASDAQ: ESCC) (which focuses on simulation technology including molecular modeling) from 1994 to 1996. In addition, he has held senior development, financial and management positions at Guardian Industries and Ford Motor Company. He has served as an adjunct Professor of Finance at the David Eccles Graduate School of Business, University of Utah where he received a BA in Economics and French and an MBA. Mr. Eror’s term as director expires in 2019.vote: www.FCRVote.com/IONQ

We believe that Mr. Eror is well qualifiedFor Registered Holders to serve as a director and officer due to his extensive experience as an executive of medical and technology companies.

Mr. Eror is the father-in-law of Michael Garff, the Company’s Chief Operating Officer.vote via Phone, please call: 1-866-402-3905

John C. Ruckdeschel MD, age 71. Dr. Ruckdeschel has served as one of our directors since May 2016The Company’s Proxy Statement and is chairman of our Science and Technology Committee. Dr. John C. Ruckdeschel currently serves asAnnual Report to Stockholders for the director of the Cancer Institute and Ergon Chair of Cancer Research at the University of Mississippi Medical Center as Cancer Institute. Dr. Ruckdeschel also servedfiscal year ended December 31, 2020 are available on the Health Advisory Board from 2010 to 2012Internet at the University Medical Center of Southern Nevada. Previously, Dr. Ruckdeschel served as the Medical Director of Clinical Oncologywww.viewproxy.com/IONIQ/2020 or call IONIQ Sciences at Intermountain Healthcare in Salt Lake City, Utah. In 2009, Dr. Ruckdeschel joined the Nevada Cancer Institute, where he worked until 2011 when he joined Intermountain Healthcare. In 2001, Dr. Ruckdeschel became Chief Executive officer and Director of Karmanos Cancer Institute in Detroit, Michigan. Dr. Ruckdeschel served on the staff801-736-0729.

If you have any questions or require any assistance with voting, please contact IONIQ Sciences at Albany Medical College for a decade beginning in 1991, before he assumed the role of Chief Executive Officer and Director of the Moffitt Cancer Center in Tampa, Florida. Dr. Ruckdeschel received his B.S. degree in Biology from Rensselaer Polytechnic Institute and his MD from Albany Medical College in New York. He trained as an intern at John Hopkins Medical Center, fulfilled a residency at Boston’s Beth Israel Hospital and completed a fellowship at the National Cancer Institute in Washington D.C. Dr. Ruckdeschel is a fellow of the American College of Physicians as well as the American College of Chest Physicians. Dr. Ruckdeschel has also written and co-written more than 350 publications, book chapters and abstracts, and has given more than 250 invited presentations. Mr. Ruckdeschel’s term as director expires in 2018.801-736-0729.

We believe that Dr. Ruckdeschel is well qualified to serve as a director due to his extensive experience as a director and officer of medical organizations.

Robin L. Smith, MD MBA, age 51. Dr. Smith has served as one of our directors since February 2017. Dr. Smith has extensive experience serving in executive and board-level capacities for various medical enterprises and health care–based entities. She currently is Chairman of the Board of Directors of MYnd Analytics (NASDAQ: MYND, formerly CNS Response), serves on the Board of Directors of Rockwell Medical (NASDAQ: RMTI), the advisory board of Hooper Holmes (OTCQX: HPHW) and is co-chairman of the Life Sci advisory board on gender diversity. She is Vice President and member of the Board of Directors of the Science and Faith STOQ Foundation in Rome and serves on Sanford Health’s International Board and the Board of Overseers at the NYU Langone Medical Center in NYC. She previously served on the Board of Trustees of the NYU Langone Medical Center and is a past Chairman of the Board of Directors for the New York University Hospital for Joint Diseases and was on the board of directors of Signal Genetics (NASDAQ: SGNL) and BioXcel Corporation.Dr. Smith earned a B.A. from Yale University, an MBA from The Wharton School University of Pennsylvania, and an M.D. from Yale University School of Medicine. Ms. Smith’s term as director expires in 2019.

We believe that Dr. Smith is well qualified to serve as a director due to her extensive experience as a director of medical device and biotechnology companies.

J. Scott Nixon, age 57. Mr. Nixon, a Certified Public Accountant, has served as one of our directors since November 2016. Mr. Nixon retired in 2015 as a partner with PricewaterhouseCoopers (PwC) where he spent over 31 years in various roles including Office Managing Partner and engagement partner over public and private companies in many industries. His career involved providing audit and business advisory services. Mr. Nixon was involved in numerous complex filings with the Securities and Exchange Commission on behalf of his clients. In 2007, Mr. Nixon returned from a four-year assignment in São Paulo, Brazil where he represented various interests of the PwC global firm to the 18-member firms in South and Central America, and led the implementation and compliance of the Sarbanes-Oxley requirements in those countries. Mr. Nixon serves on several boards of directors, including Deseret Trust Company as a member of the Audit and Executive Committees since 2015 and Utah State University Board of Trustees, as Chairman of the Audit Committee since 2011. Mr. Nixon is currently a Trustee, Vice Chairman and a member of the Executive Committee of MountainWest Capital Network and is a National Association of Corporate Directors (NACD) Governance Fellow. He holds both a BA and Master of Accounting from Utah State University. Mr. Nixon’s term as director expires in 2018.

We believe that Mr. Nixon is well qualified to serve as a director due to his extensive experience as a public accountant.

EXECUTIVE OFFICERS

In addition to Steven C. Eror, the President and Chief Executive Officer of the Company, whose biographical information is set forth above, the following individuals serve as executive officers of the Company.

Mark V. Anderson, age 49. Mr. Anderson, became our Chief Financial Officer in June 2017. Prior to joining us, Mr. Anderson was a partner with Eide Bailly LLP and previously Hansen, Barnett and Maxwell, both public accounting firms. During Mr. Anderson’s 24 years in public accounting his roles included Quality Control Director and engagement partner over public and private companies in many industries, including work on filings with the Securities and Exchange Commission on behalf of his clients. Mr. Anderson holds both a Bachelor of Science and Masters of Professional Accounting degree from Weber State University.

Michael Garff, age 34. Mr. Garff has served as our Chief Operating Officer since May 2009. Prior to joining us, he worked at the Pierre Lassonde New Venture Development Center where he served as a Director from 2007 to 2009. Mr. Garff worked as a business analyst for the Biomedical Informatics Department of the University of Utah from 2008 to 2009. Mr. Garff was a project manager at US Bank from 2005 to 2008. Mr. Garff received a BA in Business Finance and an MBA from the University of Utah.

Mr. Garff is the son-in-law of Steven C. Eror, the Company’s President and Chief Executive Officer.

Jeff O’Driscoll, MD, age 55. Dr. O’Driscoll became our Chief Medical Officer in March 2015. He served as one of our directors from August 2015 to May 2017. Dr. O’Driscoll has practiced as an emergency physician since 1992, first with Salt Lake Emergency Physicians and then with Utah Emergency Physicians, LLC. Since 2004, Dr. O’Driscoll has served as an Assistant Adjunct Professor at the University of Utah College of Medicine. Since 2008, Dr. O’Driscoll has served as the Medical Director of the Valley Emergency Communication Center (the 911 Call Center for Salt Lake Valley). From 2010 to 2013, Dr. O’Driscoll was the Chairman and Chief Executive Officer of Dolor Technologies, LLC, which markets and sells a medical device co-invented by Dr. O’Driscoll for treating migraine headaches. Dr. O’Driscoll earned a BS in Microbiology from Brigham Young University and an M.D. from the University of Utah College of Medicine.

Rex Yung, MD, age 60. Dr. Yung has served as our Chief Science Officer since August 2017. Dr. Yung was in the pulmonary and critical care division at The Greater Baltimore Medical Center, where he has served from August 2014 to July 2017. Previous to that, Dr. Yung served from January 2000 until December 2013 as the Director of Pulmonary Oncology and Director of Bronchoscopy at Johns Hopkins University School of Medicine, appointed jointly to the Departments of Medicine and Oncology. He remains an adjunct faculty in the department of oncology at the Johns Hopkins University school of Medicine. Dr. Yung had served as an Assistant Professor of Medicine at the University of Southern California, Division of Pulmonary and Critical Care Medicine from 1995 to 1999 and as an Instructor of Clinical Medicine at the University of California, San Francisco from 1994 to 1995 where he had obtained his fellowship training in pulmonary and critical care medicine. Dr. Yung is a Fellow on the American College of Chest Physicians (FCCP) and a fellow of the Asian Pacific Society of Respirology (FAPSR). He is board certified in Internal Medicine, Pulmonary Disease and Critical Care Medicine and had served on the executive and editorial boards of the American Association of Bronchology and Interventional Pulmonology (AABIP) and the Journal of Bronchology and Interventional Pulmonology, he was treasurer and executive board member of the World Association of Bronchology and Interventional Pulmonology (WABIP). He has also held leadership positions on various other national and international medical societies (ACCP, APSR). Dr. Yung is the co-founder of Achel AI – an artificial intelligence medical analytics company focusing on selection and matching of sponsors of clinical trials with researchers and patients, based in Sweden, and he has been a key clinical advisor to multiple medical technology device and analytic companies including PneumRx (BTG), Sanovas Inc, Olympus Endoscopy, Uptake Medical, Reframe Health (CN). Dr. Yung graduated from Harvard University with a BA (cum laude) in Biology and received his MD from the University of California at Los Angeles (UCLA).

CORPORATE GOVERNANCE

Board Composition

Our bylawsBylaws provide that the Board shall consist of one or more members, with such number to be determined by the Board. The whole Board currently consists of six members. In accordance with our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Board is divided into three classes. At each annual general meeting of stockholders,Stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are currently divided among the three classes as follows:

We expect that any additional directorships resulting from an increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board, committee and stockholders’ meetings. The Board met eight times during 2016 and approved a number of matters by written consent. All directors attended at least 75% of the meetings of the Board, and all members of a committee of the Board attended at last 75% of the meetings of that committee, during the year ended December 31, 2016.

The Board does not have a policy requiring that directors attend annual meetings. The Company did not hold an annual meeting in 2016;meetings; however, all of the directors expect to attend the upcoming annual meeting of the CompanyAnnual Meeting to be held on November 3, 2017.July 9, 2021.

Involvement in Legal Proceedings

To our knowledge, none of our directors or executive officers has,have, during the past ten10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board Leadership Structure and Role in Risk Oversight

Mr. Todd Morgan currently serves as the Chairman of the Board. The Board believes that the separate roles of Chairman of the Board and chief executive officer currently provides the preferred form of leadership for the Company. The Board believes that the depth of Mr. Morgan’s business education, expertise, and executive management, leadership and entrepreneurial experience qualify him for service as Chairman of the Board. The Company also benefits from Mr. Morgan’s extensive operational and financial experience and knowledge.

The Board believes that no single leadership model is appropriate for all companies at all times. The Board recognizes that, depending on the circumstances, other leadership models, such as having the same person serve as Chairman (or, in the absence of the Chairman of the Board, the Vice Chair of the Board) and Chief Executive Officer may be appropriate. Based upon the Company’s future needs and resources, the Board may determine to modify the existing leadership structure in the future.

Board Risk Oversight

The Board is involved in assessing and managing risks that could affect the Company. One of the roles of the Board is to periodically assess the processes utilized by management with respect to risk assessment and risk management, including identification by management of the principal risks of the Company’s business, and the implementation by management of appropriate systems to deal with such risks. The Board fulfills these responsibilities either directly or, as appropriate, through delegation to individual directors or committees.

The Audit Committee is generally responsible for oversight of risks such as those relating to the quality and integrity of the Company’s financial reports and the independence and qualifications of the Company’s independent registered public accounting firm.

Risks of Employee Compensation Program

The Company’s management and the Compensation Committee have assessed the risks associated with our compensation policies and practices for all employees, including non-executive officers. Based on the results of this assessment, we do not believe that our compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely to have a material adverse effect on the Company.

Director Independence

We have applied to have our Common Stock listed on the NASDAQ Capital Market. Under the NASDAQ Stock Market LLC, or NASDAQ, Marketplace Rules, or the NASDAQ Listing Rules, independent directors must comprise a majority of our Board as a public company within one year of listing. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Robert W. Raybould, Todd Morgan, John C. Ruckdeschel, J. Scott Nixon,Don A. Patterson, Jim Hogan, David Nielsen and Robin L. SmithRich McKeown, representing fivefour of our six directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the NASDAQNasdaq Listing Rules. OurDue to his role as the Chief Executive Officer, the Board has determined that Steven C. ErorJared Bauer is not independent under the applicable rules and regulations of the SECSEC. Due to his role as the Chief Operating Officer, the remaining Board has determined that Michael A. Garff is not independent under the applicable rules and regulations of the NASDAQ Listing Rules.SEC. In making this determination, with respect to non-employee directors, our Board considered the current and prior relationships that each non-employee director has with our companythe Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Clark Campbell, Dennis Tulane, Richard McKeown, Jeffrey S. O’Driscoll,Communicating Concerns to Directors

Stockholders and Tim Treu all previously servedother interested parties may communicate with one or more directors or the non-management directors as directors during at least parta group in writing by regular mail. The following address may be used by those who wish to send such communications by regular mail:

Board of 2016. During their time as directors, Richard McKeown, Tim Treu and Jeffrey S. O’Driscoll were not independent due to material employmentDirectors or consulting arrangements with the Company. Dennis Tulane and Clark Campbell were independent.Name of Individual Director(s)

c/o Chief Executive Officer

IONIQ Sciences

350 W. 800 N., Suite 214

Salt Lake City, Utah 84013

Board Committees

Our Board has established an Audit Committee, a Compensation Committee“Audit Committee” and a Nominating and Governance“Finance & Compensation Committee. Our Board has also established a Science and Technology Committee consisting of directors, employees and consultants.” Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees to facilitate the management of our business. Additional information about the composition and functions of our Audit Committee Compensation Committee and Nominating and GovernanceFinance & Compensation Committee is provided below.

The table below indicates the names of the directors currently serving on the Audit and Finance & Compensation Committees as of the date of this Proxy Statement.

None of the members of our Compensation Committee are or have been officers or employees of us or any of our subsidiaries or had during 2020 a relationship requiring disclosure as a related party transaction.

Audit Committee

The Audit Committee is responsible for assisting our Board in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors and our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention, termination and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee. The Audit Committee also prepares the Audit Committee report that the SEC requires to be included in our annual proxy statement.

Our Audit Committee currently consists of J. Scott Nixon, Todd MorganMessrs. Patterson and Robert W. Raybould. Our Board has determined that Mr. Nixon, Mr. Morgan and Mr. Raybould are independent under the NASDAQ Listing Rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.Garff. The chair of our Audit Committee is Mr. Nixon.Patterson. Our Board has determined that Mr. NixonPatterson is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulations S-K. Our Board has also determined that each member of our Audit Committee can read and understand fundamental financial statements, in accordance with applicable requirements. In arriving at these determinations, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The Board has adopted a written Audit Committee Charter, a copy of which is available on the Company’s Internet website,www.prolunginc.com.Charter. The Audit Committee met fourinformally a number of times during 2016.2020 for common review, communication on the accuracy of the financial filings and approval for filing.

The Report of the Audit Committee is set forth on page 13 of this Proxy Statement.

Finance & Compensation Committee

The Compensation Committee approves the compensation objectives for the Company and the compensation of the chief executive officerChief Executive Officer and approves, or recommends to our Board for approval, the compensation for other executives. The Compensation Committee reviews all compensation components, including base salary, bonus, benefits and other perquisites.

Our Compensation Committee consists of Mr. Nixon, Mr. MorganMessrs. Hogan, Nielsen and Mr. Raybould.Leavitt Partners (designee Rich McKeown). Our Board has determined that J. Scott Nixon, Todd MorganMessrs. Hogan, Nielsen and Robert W. RaybouldMcKeown are independent under the NASDAQ Listing Rules,and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act and are “outside directors” as that term is defined in Section 162(m) of the USU.S. Internal Revenue Code of 1986, as amended, or Section 162(m).amended. The chair of our Compensation Committee is Mr. Raybould.Hogan.

The Board has adopted a written Compensation Committee Charter, a copy of which is available on the Company’s Internet website,www.prolunginc.com.Charter. The Compensation Committee was formed in 2017,2016 then renamed in 2019 to Finance & Compensation Committee, which met two (2) times during 2020.

Meetings and as such did not meet in 2016.Attendance

NominatingEach director is expected to devote sufficient time, energy and Governance Committee

The Nominating and Governance Committee makes recommendations regarding corporate governance, the composition of our Board, identification, evaluation and nomination of director candidates and the structure and composition of committees of our Board. In addition, the Nominating and Governance Committee is responsible for developing and recommending corporate governance guidelinesattention to our Board, as applicable to the Company.

Our Nominating and Governance Committee consists of Dr. Smith and Dr. Ruckdeschel. The chair of our Nominating and Governance Committee is Dr. Smith. Each member of the Nominating and Governance Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, an independent director and is free from any relationship that would interfere with the exerciseensure diligent performance of his or her duties and to attend all Board, committee and Stockholders’ meetings. In 2020, the Board held nine (9) Board meetings, multiple Audit Committee meetings, two (2) Finance & Compensation Committee meetings. During 2020, each of our directors attended at least 75% of the meetings of the Board and the meetings of the committees of the Board on which that director served. We do not have a policy on whether directors are required to attend annual meetings of Stockholders, although five of our six directors then in office attended the 2019 annual meeting of the Company’s Stockholders.

Executive sessions of independent judgment, as determined by ourdirectors are held, at a minimum, in conjunction with each quarterly Board in accordancemeeting. Any “non-employee director” can request that an executive session be scheduled. The independent directors also meet from time to time with the applicable NASDAQ Listing Rules.Chairman, or, in the absence of a Chairman, the Vice Chair of the Board.

TheDirector Nominations and Board has adopted a written Nominating and Governance Committee Charter, a copy of which is available on the Company’s Internet website,www.prolunginc.com. The Nominating and Governance Committee was formed in 2017, and as such did not meet in 2016.Composition

Nomination Process

The policy of the Nominating and Governance Committee is to consider properly-submitted stockholder recommendations for candidates to serve as directors of the Company.

When seeking candidates for director, the Nominating and Governance CommitteeBoard may solicit suggestions from incumbent directors, management or others. After conducting an initial evaluation of a candidate, the Nominating and Governance CommitteeBoard of Directors will interview that candidate if it believes the candidate might be suitable to serve as a director. The Nominating and Governance CommitteeBoard of Directors may also ask the candidate to meet with Company management or other members of our Board.management. If the Nominating and Governance CommitteeBoard of Directors believes a candidate would be a valuable addition to the Board, and either there is either a vacancy on the Board or the Nominating and Governance CommitteeBoard of Directors believes it is in the best interests of the Company and our stockholdersStockholders to increase the number of Board members to elect that candidate, it will recommend to the full Board that candidate’s election. To date, the Nominating and Governance CommitteeBoard of Directors has not engaged a professional search firm to assist in identifying candidates for service on the Board.

Although no formal diversity policy is in place, in performance of its duties the Board believes that the backgrounds and qualifications of the Board, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will enable the Board to fulfill its responsibilities. Therefore, the Nominating and Governance CommitteeBoard of Directors considers diversity in identifying nominees for directors, as described in more detail below. In this regard, the Board views diversity in a broad sense, including on the basis of business experience, industry knowledge and experience, public service experience, gender and ethnicity.

Before nominating a sitting director for reelectionre-election at an annual stockholderStockholder meeting, the Nominating and Governance CommitteeBoard of Directors will consider the director’s performance on the Board and whether the director’s reelectionre-election would be in the best interests of the Company’s stockholdersStockholders and consistent with the Company’s corporate governance guidelines and the Company’s continued compliance with its contractual obligations and applicable law, rules and regulations.

The Board believes that it should be comprised of directors with diverse and complementary backgrounds, and that directors should have expertise that, at a minimum, may be useful to the Company and may contribute to the success of the Company’s business. Directors also should possess the highest personal and professional ethics and should be willing and able to devote an amount of time sufficient to effectively carry out their duties and contribute to the success of the Company’s business. When considering candidates for director, the Nominating and Governance CommitteeBoard of Directors takes into account a number of factors, including the following:

The Nominating and Governance CommitteeBoard of Directors will consider candidates for director suggested by stockholdersStockholders by considering the foregoing criteria and the additional information referred to below. Under the Company’s policy on stockholderStockholder recommendations, it is obligated only to accept recommendations from persons or groups who have held 5% or more of the Company’s common stockCommon Stock for more than a year, and only one nominee from each such group. Stockholders wishing to suggest a candidate for director should write to ProLung, Inc.IONIQ Sciences, Attn: Board of Directors, 350 W. 800 N., Attn: Nominating Committee Chair, 757 East South Temple, Suite 150,214, Salt Lake City, Utah 8401284013 and include the following:

The Nominating and Governance Committee did not receive any nominations from any stockholders for the 2017 annual meeting.

Stockholder Communications with the Board

Stockholders and other interested parties may communicate with one or more directors or the non-management directors as a group in writing by regular mail. The following address may be used by those who wish to send such communications by regular mail:

Board of Directors or Name of Individual Director(s)

c/o President and Chief Executive Officer

ProLung, Inc.

757 East South Temple, Suite 150

Salt Lake City, Utah 84012

Compensation Processes and Procedures

Compensation is determined by our Finance & Compensation Committee in accordance with the Compensation Committee Charter. Compensation decisions are based upon the Finance & Compensation Committee’s subjective determination of what salaries the Company can afford with its limited resources and what level of equity-based compensation is necessary to attract and retain key personnel. Based upon the subjective knowledge of the industry and other public companies, the Company believes that its salaries currently in place or proposed for its executive officers are at market for early stageearly-stage biotechnology companies; however, the Board of Directors has conducted no formal survey or comparison.

Steven C. ErorJared Bauer, CEO, consults with the Finance & Compensation Committee about compensation of individuals other than himself. The Finance & Compensation Committee cannot delegate its authority.

PROPOSAL 1 – ELECTION OF DIRECTORS

Composition of the Board

Our Bylaws provide that the Board shall consist of one or more members, with such number to be determined by the Board. The whole Board currently consists of six members. In accordance with our Certificate of Incorporation, our Board is divided into three classes. At each annual meeting of Stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are currently divided among the three classes as follows:

We expect that any additional directorships resulting from an increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Nominee for Election as Director

At the Annual Meeting, the Company proposes to elect one director to hold office until the 2023 annual meeting of Stockholders and until his or her successor has been elected and qualified. The nominee of the Board for election at the Annual Meeting is Mr. Jim Hogan. The nominee is currently serving as director of the Company. Mr. Hogan has consented to serve as a nominee, serve as a director if elected and be named as nominee. If, prior to the Annual Meeting, Mr. Hogan becomes unable to serve as a director, the Board may designate a substitute nominee. In that event, the person or people named as proxy intends to vote for the substitute nominee designated by the Board.

The Board believes that Mr. Hogan possess the experience and qualifications that directors of the Company should possess, as described in detail below, and that their experience and qualifications complement the experience and qualifications of the other directors. The experience and qualifications of the nominees and other members of the Board, including information regarding the specific experience, qualifications, attributes and skills that led the Board to conclude that he should serve as a director of the Company at the present time, in light of the Company’s business and structure, are set forth in this Proxy Statement.

Jim Hogan, MBA; Director – Mr. Hogan, age 64, is currently an IONIQ Director and has served his entire professional career in the medtech industry in multiple locations in the USA and abroad. After rising to the role of Director of Sales and Marketing for Pfizer Europe in London, he successfully founded two medtech companies and led two others. These four start-up medtech companies were all successfully exited. Mr. Hogan recently retired from Medtronic, one of the world’s largest medtech companies, where he was President of Medtronic Latin America, corporate Vice President, and appointed to the company’s Sr. Executive Committee. Mr. Hogan has deep operational, sales, marketing, and general management expertise with medical devices and therapeutics in some of the smallest and largest medtech companies in the world. Mr. Hogan remains dedicated to health-related philanthropic endeavors from his home in Park City, Utah. Mr. Hogan holds a BA in Chemistry and Psychology in addition to a MBA from the University of Minnesota. We believe that Mr. Hogan is well qualified to serve as a director due to his extensive medtech business experience.

PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Background

The Audit Committee has recommended and approved the appointment of Sadler Gibb, LLC as the Company’s independent registered public accounting firm (independent auditors) to examine the consolidated financial statements of the Company for the year ending December 31, 2020. The Company is seeking Stockholder ratification of such action.

It is expected that representatives of Sadler Gibb will not attend the Annual Meeting and will not be available to make a statement or respond to questions at that time.

Fees Paid to Independent Registered Public Accounting Firm

The following table summarizes the fees of MaloneBailey, LLP (“MaloneBailey”) and Sadler, Gibb & Associates LLC (Sadler Gibb), our independent auditors, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two years for other services. The Company switched from MaloneBailey to Sadler Gibb after the 2Q19 10-Q.