What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-01 · 39 added, 39 removed, 137 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of our Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, are controls and procedures 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 Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, are controls and procedures 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 Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our management, including our Chief Executive Officer and Interim Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Further, our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”).

3 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our control system will prevent all error and all fraud.

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, does not expect that our control system will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

4 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Under the supervision of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Under the supervision of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

Remediation of Previously Reported Material Weakness

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, in connection with the preparation of our consolidated financial statements, a material weakness in our internal control over financial reporting was identified in the fiscal year ended December 31, 2021.

We determined a material weakness existed relating to ineffective information technology general controls in the areas of user access and segregation of duties related to certain information technology systems that support our financial reporting process specifically related to expenditures.

During the year ended December 31, 2022, our management, under the oversight of our Audit Committee and in consultation with outside advisors, implemented measures designed to ensure that the control deficiencies contributing to the material weakness were remediated.

These remediation measures included, but were not limited to:

(i) implementing enhanced process controls around user access management and (ii) expanding the management and governance over user access and system controls.

Management has concluded, through testing of the design and operating effectiveness of the newly designed controls that the previously identified material weakness was remediated as of December 31, 2022.

Our management has concluded that the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Changes in Internal Control over Financial Reporting

Other than as described above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Insider Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (a “Rule 10b5-1 trading arrangement”) or (ii) any "non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

34 unchanged sentences

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.

September 24, 2020

4.2 Description of common stock of Pulmonx Corporation.

47 unchanged sentences

10-Q 001-39562 10.2 May 12, 2021

10.24+ Amended and Restated Non-Employee Director Compensation Policy.

10-Q 001-39562 10.3 May 12, 2021

10.24 First Amendment to Amended and Restated Loan and Security Agreement, by and between Pulmonx Corporation and Canadian Imperial Bank of Commerce, dated June 17, 2021.

3 unchanged sentences

10.26 Third Amendment to Amended and Restated Loan and Security Agreement, by and between Pulmonx Corporation and Canadian Imperial Bank of Commerce, dated October 31, 2022.

10-K 001-39562 10.27 March 1, 2023

10.27+ Pulmonx Corporation Amended and Restated Non-Employee Director Compensation Policy .

10-Q 001-39562 10.1 August 4, 2023

10.28 Second Amendment to Sublease, by and between Pulmonx Corporation and Genomic Health, Inc., dated April 18, 2023.

10-Q 001-39562 10.2 August 4, 2023

10.29+ Consulting Agreement, dated November 1, 2023, by and between Pulmonx Corporation and Derrick Sung.

10-Q 001-39562 10.1 November 3, 2023

10.30+ Pulmonx Corporation Amended and Restated Non-Employee Director Compensation Policy.

21.1 List of Subsidiaries of Registrant.

23.1 Consent of BDO USA, LLP, independent registered public accounting firm.

10-K 001-39562 21.1 March 1, 2023

23.1 Consent of BDO USA, P.C., independent registered public accounting firm.

24.1 Power of Attorney (included on signature page hereto).

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C.

32.2* Certification of Interim Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Pulmonx Corporation Incentive Compensation Recoupment Policy.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

9 unchanged sentences

FORM 10-K SUMMARY

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 1st day of March, 2023.

PULMONX CORPORATION

1 unchanged sentence

President, Chief Executive Officer and Director

/s/Derrick Sung

Derrick Sung, Ph.D.

Chief Financial Officer

/s/ John McKune

Interim 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 or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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.

French and John McKune, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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:

1 unchanged sentence

/s/ Glendon E.

French President, Chief Executive Officer and Director March 1, 2023

French President, Chief Executive Officer and Director February 27, 2024

French (Principal Executive Officer)

/s/Derrick Sung, Ph.D.

Chief Financial Officer March 1, 2023

Derrick Sung, Ph.D.

(Principal Financial Officer and Principal Accounting Officer)

Burns Director March 1, 2023

/s/Richard Ferrari Director March 1, 2023

/s/ John McKune Interim Chief Financial Officer February 27, 2024

John McKune (Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas W.

Burns Director February 27, 2024

/s/ Richard Ferrari Director February 27, 2024

Richard Ferrari

Florin Director March 1, 2023

/s/Georgia Garinois-Melenikiotou Director March 1, 2023

/s/ Daniel P.

Florin Director February 27, 2024

/s/ Georgia Garinois-Melenikiotou Director February 27, 2024

Georgia Garinois-Melenikiotou

/s/Alissa Hsu Lynch Director March 1, 2023

/s/ Alissa Hsu Lynch Director February 27, 2024

Alissa Hsu Lynch

Director March 1, 2023

/s/Tiffany Sullivan Director March 1, 2023

Director February 27, 2024

/s/ Tiffany Sullivan Director February 27, 2024

Tiffany Sullivan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures