Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Evaluation of our Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon such evaluation, management concluded that the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2020, or the Proxy Statement, and is incorporated in this Annual Report on Form 10-K by reference.
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be contained in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) FINANCIAL STATEMENTS
Our consolidated financial statements are listed in the “Index to the Financial Statements” under Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(2) FINANCIAL STATEMENT SCHEDULES
All schedules to the financial statements are omitted because they are not applicable, not material or the required information is shown in Par II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(3) EXHIBITS
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein.
EXHIBIT INDEX
Exhibit Number Description of Document Form
File No.
Exhibit
Filing Date
Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of Pulmonx Corporation.
8-K
001-39562
3.1
October 5, 2020
3.2 Amended and Restated Bylaws of Pulmonx Corporation.
S-1/A
333-248635
3.4
September 24, 2020
4.1 Form of common stock certificate of Pulmonx Corporation.
S-1/A
333-248635
4.1
September 24, 2020
4.2 Amended and Restated Investors’ Rights Agreement by and among Pulmonx Corporation and certain of its stockholders, dated April 16, 2019.
S-1/A
333-248635
4.2
September 24, 2020
4.3 Description of common stock of Pulmonx Corporation.
X
10.1+ Amended and Restated 2010 Stock Plan.
S-8
333-249187
99.1
October 1, 2020
10.2+ Forms of Notice of Stock Option Grant, Option Agreement, and Exercise Notice under Amended and Restated 2010 Stock Plan.
S-8
333-249187
99.2
October 1, 2020
10.3+ Amended and Restated 2020 Stock Plan.
S-8
333-249187
99.3
October 1, 2020
10.4+ Forms of Notice of Stock Option Grant, Option Agreement, and Exercise Notice under Amended and Restated 2020 Stock Plan.
S-8
333-249187
99.4
October 1, 2020
10.5+ 2020 Equity Incentive Plan.
S-8
333-249187
99.5
October 1, 2020
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10.6+ Forms of Option Agreement and Notice of Stock Option Grant under 2020 Equity Incentive Plan.
S-8
333-249187
99.6
October 1, 2020
10.7+ Form of Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.
S-8
333-249187
99.7
October 1, 2020
10.8+ 2020 Employee Stock Purchase Plan.
S-8
333-249187
99.8
October 1, 2020
10.9 Form of Indemnification Agreement by and between Pulmonx Corporation and each of its directors and executive officers.
S-1/A
333-248635
10.9
September 24, 2020
10.10+ Executive Employment Agreement, by and between Pulmonx Corporation and Glendon E. French, dated December 10, 2014.
S-1/A
333-248635
10.10
September 24, 2020
10.11+ Offer Letter Agreement, by and between Pulmonx Corporation and Geoffrey Beran Rose, dated December 11, 2014.
S-1/A
333-248635
10.11
September 24, 2020
10.12+ Offer Letter Agreement, by and between Pulmonx Corporation and Derrick Sung, Ph.D., dated March 12, 2019.
S-1/A
333-248635
10.12
September 24, 2020
10.13+ Offer Letter Agreement, by and between Pulmonx Corporation and David Lehman, dated September 15, 2020
X
10.14+ Consulting Agreement, by and between PulmonX International Sàrl and Orsco Life Sciences AG, dated October 1, 2013.
S-1/A
333-248635
10.13
September 24, 2020
10.15+ Amendment to Consulting Agreement, by and between PulmonX International Sàrl and Orsco Life Sciences AG, dated March 1, 2014.
S-1/A
333-248635
10.14
September 24, 2020
10.16+ Second Amendment to Consulting Agreement, by and between PulmonX International Sàrl and Orsco Life Sciences AG, dated July 14, 2014.
S-1/A
333-248635
10.15
September 24, 2020
10.17+ Third Amendment to Consulting Agreement, by and between PulmonX International Sàrl and Orsco Life Sciences AG, dated April 27, 2015.
S-1/A
333-248635
10.16
September 24, 2020
10.18+ Appointment Letter, by and between PulmonX International Sàrl and Oern R. Stuge, dated December 18, 2013.
S-1/A
333-248635
10.17
September 24, 2020
10.19 Office Lease, by and between Pulmonx Corporation and HCP LS Redwood City, LLC, dated September 4, 2009.
S-1/A
333-248635
10.18
September 24, 2020
10.20 First Amendment to Office Lease, by and between Pulmonx Corporation and HCP LS Redwood City, LLC, dated October 3, 2014.
S-1/A
333-248635
10.19
September 24, 2020
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10.21 Second Amendment to Office Lease, by and between Pulmonx Corporation and HCP LS Redwood City, LLC, dated November 7, 2019.
S-1/A
333-248635
10.20
September 24, 2020
10.22 Sublease, by and between Pulmonx Corporation and Genomic Health, Inc., dated April 8, 2020.
S-1/A
333-248635
10.21
September 24, 2020
10.23 First Amendment to Sublease Agreement, by and between Pulmonx Corporation and Genomic Health, Inc., dated September 10, 2020.
S-1/A
333-248635
10.22
September 24, 2020
10.24 Loan and Security Agreement, by and between Pulmonx Corporation and Canadian Imperial Bank of Commerce, dated February 20, 2020.
S-1/A
333-248635
10.23
September 24, 2020
10.25 First Amendment to Loan and Security Agreement, by and between Pulmonx Corporation and Canadian Imperial Bank of Commerce, dated April 17, 2020.
S-1/A
333-248635
10.24
September 24, 2020
10.26 Intellectual Property Security Agreement, by and between Pulmonx Corporation and Canadian Imperial Bank of Commerce, dated February 20, 2020.
S-1/A
333-248635
10.25
September 24, 2020
10.27 Note Purchase Agreement and Form of 2020 Note, by and between Pulmonx Corporation and the purchasers of the 2020 Notes, dated April 17, 2020.
S-1/A
333-248635
10.26
September 24, 2020
10.28 Pulmonx Corporation Severance and Change in Control Plan and related participation agreement.
S-1/A
333-248635
10.27
September 28, 2020
10.29+ Pulmonx Corporation Non-Employee Director Compensation Policy.
S-1/A
333-248635
10.28
September 28, 2020
21.1 List of Subsidiaries of Registrant.
X
23.1 Consent of BDO USA, LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (included on signature page hereto).
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
___________________
+ Indicates management contract or compensatory plan
* The certifications attached as Exhibits 32.1 and 32.2 accompanying this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on the 15th day of March, 2021.
PULMONX CORPORATION
By: /s/Glendon E. French
Glendon E. French
President, Chief Executive Officer and Director
By: /s/Derrick Sung
Derrick Sung, Ph.D.
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glendon E. French and Derrick Sung, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/Glendon E. French President, Chief Executive Officer and Director March 15, 2021
Glendon E. French (Principal Executive Officer)
/s/Derrick Sung, Ph.D. Chief Financial Officer March 15, 2021
Derrick Sung, Ph.D. (Principal Financial Officer and Principal Accounting Officer)
/s/Thomas W. Burns Director March 15, 2021
Thomas W. Burns
/s/Richard Ferrari Director March 15, 2021
Richard Ferrari
/s/Daniel P. Florin Director March 15, 2021
Daniel P. Florin
/s/Georgia Garinois-Melenikiotou Director March 15, 2021
Georgia Garinois-Melenikiotou
/s/Staffan Lindstrand Director March 15, 2021
Staffan Lindstrand
/s/Dana G. Mead, Jr. Director March 15, 2021
Dana G. Mead, Jr.
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