SEC Filing | Pulmonx Corporation

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lung-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39562

PULMONX CORPORATION

(Exact name of registrant as specified in its charter)



Delaware						77-0424412
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

700 Chesapeake Drive

Redwood City, California 94063

1-650-364-0400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	LUNG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of April 30, 2023 there were 37,748,083 shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Securities and Use of Proceeds	97
Item 3.	Defaults Upon Senior Securities	97
Item 4.	Mine Safety Disclosures	97
Item 5.	Other Information	97
Item 6.	Exhibits	97
	Signatures	100

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, business strategy, plans, and objectives of management for future operations and statements that are necessarily dependent upon future events are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of known and unknown risks, uncertainties, and assumptions, including risks described in the section entitled “Risk Factors.” These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely on these forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, whether as a result of any new information, future events, changed circumstances or otherwise. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our ability to design, develop, manufacture and market innovative products to treat patients with challenging medical conditions, particularly those with severe chronic obstructive pulmonary disease (“COPD”) and emphysema;

•our expectations regarding the impact of the COVID-19 pandemic on our business;

•our expected future growth, including growth in international sales;

•our expected future growth of our sales and marketing organization;

•the size and growth potential of the markets for our products, and our ability to serve those markets;

•the rate and degree of market acceptance of our products;

•coverage and reimbursement for procedures performed using our products;

•the performance of third parties in connection with the development of our products, including third-party suppliers;

•regulatory developments in the United States and foreign countries;

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•our ability to obtain and maintain regulatory approval or clearance of our products on expected timelines;

•our plans to research, develop and commercialize our products and any other approved or cleared product;

•our ability to retain and hire our senior management and other highly qualified personnel;

•the development, regulatory approval, efficacy and commercialization of competing products and technologies in our industry;

•our ability to develop and maintain our corporate infrastructure, including an effective system of internal controls;

•our financial performance and capital requirements; and

•our expectations regarding our ability to obtain and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

All brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Pulmonx” the “Company,” “we,” “us,” and “our” refer to Pulmonx Corporation.

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Part I. Financial Information

Item 1. Financial Statements

Pulmonx Corporation

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2023		December 31, 2022

Assets
Current assets
Cash and cash equivalents	$	110,407	$	101,736
Restricted cash	231		231
Short-term marketable securities	42,429		39,402
Accounts receivable, net	8,171		8,677
Inventory	15,588		14,564
Prepaid expenses and other current assets	4,472		4,343
Total current assets	181,298		168,953
Long-term marketable securities	2,637		5,924
Long-term inventory	4,774		5,283
Property and equipment, net	4,490		4,694
Goodwill	2,333		2,333
Intangible assets, net	123		154
Right of use assets	5,152		5,806
Other long-term assets	465		529
Total assets	$	201,272	$	193,676

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,890	$	1,758
Accrued liabilities	10,632		13,276
Income taxes payable	60		19
Deferred revenue	107		120
Short-term debt	91		90
Current lease liabilities	3,299		3,229
Total current liabilities	17,079		18,492
Deferred tax liability	71		94
Long-term lease liabilities	3,015		3,849
Long-term debt	37,173		17,234
Total liabilities	57,338		39,669
Commitments and contingencies (Note 8)
Stockholders’ equity

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Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022	—		—
Common stock, $0.001 par value, 200,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 37,730,676 shares issued and outstanding as of March 31, 2023 and 37,555,565 shares issued and outstanding as of December 31, 2022	38		38
Additional paid-in capital	508,254		502,712
Accumulated other comprehensive income	1,820		1,575
Accumulated deficit	(366,178)		(350,318)
Total stockholders’ equity	143,934		154,007
Total liabilities and stockholders’ equity	$	201,272	$	193,676

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Pulmonx Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Revenue	$	14,535	$	10,785
Cost of goods sold	3,946		2,674
Gross profit	10,589		8,111
Operating expenses
Research and development	4,253		3,534
Selling, general and administrative	22,736		20,245
Total operating expenses	26,989		23,779
Loss from operations	(16,400)		(15,668)
Interest income	1,127		105
Interest expense	(571)		(198)
Other income (expense), net	108		—
Net loss before tax	(15,736)		(15,761)
Income tax expense	124		67
Net loss	(15,860)		(15,828)
Other comprehensive income
Currency translation adjustment	72		(24)
Change in unrealized gain (loss) on marketable securities	173		(245)
Total other comprehensive income (loss)	245		(269)
Comprehensive loss	$	(15,615)	$	(16,097)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.42)	$	(0.43)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	37,572,382		36,805,366

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Pulmonx Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances at January 1, 2023	37,555,565	$	38	$	502,712	$	1,575	$	(350,318)	$	154,007
Issuance of common stock upon vesting of restricted stock units	66,895	—		—		—		—		—
Issuance of common stock upon exercise of stock options	23,006	—		46		—		—		46
Issuance of shares pursuant to Employee Stock Purchase Plan	85,210	—		676		—		—		676
Change in shares subject to repurchase	—	—		56		—		—		56
Stock-based compensation expense	—	—		4,764		—		—		4,764
Currency translation adjustment	—	—		—		72		—		72
Change in unrealized gains on marketable securities	—	—		—		173		—		173
Net loss	—	—		—		—		(15,860)		(15,860)
Balances at March 31, 2023	37,730,676	$	38	$	508,254	$	1,820	$	(366,178)	$	143,934


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances at January 1, 2022	36,931,762	$	37	$	482,885	$	1,712	$	(291,395)	$	193,239
Issuance of common stock upon vesting of restricted stock units	21,392	—		—		—		—		—
Issuance of common stock upon exercise of stock options	99,265	—		221		—		—		221
Issuance of shares pursuant to Employee Stock Purchase Plan	46,002	—		1,108		—		—		1,108
Change in shares subject to repurchase	—	—		59		—		—		59
Stock-based compensation expense	—	—		3,615		—		—		3,615
Currency translation adjustment	—	—		—		(24)		—		(24)
Change in unrealized losses on marketable securities	—	—		—		(245)		—		(245)
Net loss	—	—		—		—		(15,828)		(15,828)
Balances at March 31, 2022	37,098,421	$	37	$	487,888	$	1,443	$	(307,223)	$	182,145

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Pulmonx Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

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	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities
Net loss	$	(15,860)	$	(15,828)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	4,638		3,513
Loss on disposal of fixed assets	1		—
Inventory write-downs	273		46
Depreciation and amortization expense	437		368
Amortization of debt discount and debt issuance costs	10		18
Amortization of premiums and discounts on marketable securities	(203)		21
Non-cash lease expense	654		614
Net changes in operating assets and liabilities:
Accounts receivable	531		(277)
Inventory	(604)		(2,021)
Prepaid expenses and other current assets	(168)		(406)
Other assets	(5)		17
Accounts payable	868		1,261
Accrued liabilities	(2,478)		(2,313)
Income taxes payable	40		(2)
Lease liabilities	(765)		(7)
Deferred revenue	(13)		(30)
Net cash used in operating activities	(12,644)		(15,026)
Cash flows from investing activities
Purchases of investments	(13,115)		(9,308)
Maturities of short-term marketable securities	13,750		4,250
Purchases of property and equipment	(61)		(564)
Net cash provided by (used in) investing activities	574		(5,622)
Cash flows from financing activities
Proceeds from borrowing under term loan	20,000		—
Proceeds from exercise of common stock options	44		207
Proceeds from issuance of common stock under the employee stock purchase plan	676		1,108
Net cash provided by financing activities	20,720		1,315
Effect of exchange rate changes on cash and cash equivalents	21		21
Net increase (decrease) in cash and cash equivalents	8,671		(19,312)
Cash, cash equivalents and restricted cash, at beginning of the period	101,967		148,711
Cash, cash equivalents and restricted cash, at end of the period	$	110,638	$	129,399
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	$	110,407	$	129,168
Restricted cash	231		231
Cash, cash equivalents and restricted cash in consolidated balance sheets	$	110,638	$	129,399

Supplemental non-cash items:
Lapse in repurchase rights of common stock	$	56	$	59
Purchases of property and equipment in accounts payable and accrued liabilities	$	469	$	456
Amount receivable from exercise of common stock options	$	2	$	24
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	92	$	29
Cash paid for interest	$	356	$	178

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Pulmonx Corporation

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

1. Formation and Business of the Company

The Company

Pulmonx Corporation (the “Company”) was incorporated in the state of California in December 1995 as Pulmonx and reincorporated in the state of Delaware in December 2013. The Company is a commercial-stage medical technology company that provides a minimally invasive treatment for patients with severe emphysema, a form of chronic obstructive pulmonary disease (“COPD”). The Company’s solution, which is comprised of the Zephyr Endobronchial Valve (“Zephyr Valve”), the Chartis Pulmonary Assessment System (“Chartis System”) and the StratX Lung Analysis Platform (“StratX Platform”), is designed to treat a broad pool of patients for whom medical management has reached its limits and either do not want or are ineligible for surgical approaches. The Company has subsidiaries in Germany, Switzerland, Australia, the United Kingdom, Italy, France, Hong Kong and Japan.

Liquidity and Going Concern

The Company has incurred operating losses and negative cash flows from operations to date and has an accumulated deficit of $366.2 million as of March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company used $12.6 million and $15.0 million of cash in its operating activities, respectively. As of March 31, 2023, the Company had cash, cash equivalents and marketable securities of $155.5 million. Historically, the Company’s activities have been financed through the sale of equity securities, debt financing arrangements and sales of its products.

The Company’s condensed consolidated financial statements have been prepared on the basis of the Company continuing as a going concern for the next 12 months. Management believes that the Company’s existing cash, cash equivalents and marketable securities will allow the Company to continue its planned operations for at least the next 12 months from the date of the issuance of these unaudited interim condensed consolidated financial statements.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has delayed clinical trials and the U.S. Food and Drug Administration operations and adversely impacted the number of procedures performed using our products. As a result, the COVID-19 pandemic and the measures taken by many countries in response have materially adversely affected, and could in the future materially adversely affect, our business, financial condition and results of operations, as well as the price of our common stock, from a decrease and delay of procedures involving our products.

While the Company has seen a recovery in procedure volumes in the U.S. and some international markets, other international markets continue to be hampered by a slower recovery. The Company may continue to see regional variations in procedure volumes in the U.S. and international markets due to the COVID-19 pandemic and its variants.

The Company’s unaudited interim condensed consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. The COVID-19 pandemic has adversely impacted the Company’s business, financial condition and results of operations by decreasing and delaying procedures performed using its products. While procedure volumes in many regions have stabilized, there continues to be variability and uncertainty as variants of the virus emerge. The Company can make no assurance regarding any future level of demand for the Company’s products, and COVID-19 may adversely impact the results of operations and financial condition.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to

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Pulmonx Corporation

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The condensed consolidated balance sheet as of December 31, 2022 was derived from the Company’s audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022 and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 1, 2023. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of March 31, 2023 and condensed consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022 have been made. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023.

Use of Estimates

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Significant estimates and assumptions include reserves and write-downs related to inventories, classification of short-term and long-term inventories, the recoverability of long-term assets, stock-based compensation, intangible assets, goodwill, debt and related features, deferred tax assets and related valuation allowances and impact of contingencies.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the term loan approximates their fair value. The fair value of marketable debt securities is estimated using Level 1 and Level 2 inputs (Note 4).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents balances with established financial institutions and, at times, such balances with any one financial institution may be in excess of the Federal

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Pulmonx Corporation

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Deposit Insurance Corporation (“FDIC”) insured limits. As of March 31, 2023 and December 31, 2022, the Company also had cash on deposit with foreign banks of approximately $3.8 million and $4.5 million, respectively, that was not federally insured.

The Company earns revenue from the sale of its products to hospitals and other customers such as distributors. Sales of Zephyr Valves and delivery catheters accounted for most of the Company’s revenue for the three months ended March 31, 2023 and 2022. The Company’s accounts receivable are derived from revenue earned from customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. At March 31, 2023 and December 31, 2022, no customer accounted for more than 10% of accounts receivable. For the three months ended March 31, 2023 and 2022, no customer accounted for more than 10% of revenue.

The Company relies on single source suppliers for the components, sub-assemblies and materials for its products. These components, sub-assemblies and materials are critical and there are no or relatively few alternative sources of supply. The Company’s suppliers have generally met the Company’s demand for their products and services on a timely basis in the past.

Foreign Currency Translation and Transaction Gains and Losses

The functional currencies of the Company’s wholly owned subsidiaries in Switzerland, Germany, Australia, the United Kingdom, France and Hong Kong are the Swiss franc. The functional currency of the Company’s subsidiaries in Italy and Japan is the Euro and Yen, respectively. Accordingly, asset and liability accounts of Switzerland, France, Germany, Australia, the United Kingdom, Italy, Hong Kong and Japan operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income in the condensed consolidated balance sheet. Foreign currency translation adjustments are recorded in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss and was $0.1 million and less than $(0.1) million during the three months ended March 31, 2023 and 2022, respectively.

Foreign currency transaction gains and losses are included in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss and was less than $0.1 million and less than $(0.1) million during the three months ended March 31, 2023 and 2022, respectively.

Credit Losses—Marketable Securities

For marketable securities in an unrealized loss position, the Company periodically assesses its portfolio for impairment. The assessment first considers the intent or requirement to sell the marketable security. If either of these criteria are met, the amortized cost basis is written down to fair value through earnings.

Beginning January 1, 2023, if the criteria above are not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the marketable security by a rating agency, and any adverse conditions specifically related to the marketable security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the marketable security is compared to the amortized cost basis of the marketable security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss.

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Pulmonx Corporation

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Credit Losses—Accounts Receivable

Accounts receivable are recorded at the amounts billed less estimated allowances for credit losses for any potential uncollectible amounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from a customer’s inability to make required payments. The Company considers factors such as historical experience, credit quality, age of the accounts receivable balances, geographic related risks and economic conditions that may affect a customer’s ability to pay. Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success. As of March 31, 2023 and December 31, 2022, accounts receivable is presented net of an allowance for credit losses of $0.1 million and $0.1 million, respectively.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options and common stock subject to repurchase related to early exercise of stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities, because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of the shares issued upon early exercise of stock options subject to repurchase do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Inventories

Inventories are valued at the lower of cost to purchase or manufacture the inventory or net realizable value. Cost is determined using the first-in, first-out method (“FIFO”) for all inventories. Net realizable value is determined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company records write-downs of inventories which are obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Inventory write-downs reduce the carrying value of inventory to its net realizable value.

The Company reviews its inventories for classification purposes. The value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as long-term inventory.

3. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. This new guidance will require financial instruments to be measured at amortized cost, and trade accounts receivable to be presented at the net amount expected to be collected. The new model requires an entity to estimate credit losses based on historical information, current information and reasonable and supportable forecasts, including estimates of prepayments. In November 2019, the FASB issued ASU 2019-10, according to which, the new standard is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies (“SRC”) as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, including the Company, the new standard is effective for fiscal years beginning after December 15, 2022, and interim periods within that fiscal year. The Company adopted

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ASU 2016-13 as of January 1, 2023 and the adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements and related disclosures.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

4. Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis—Financial assets and liabilities held by the Company measured at fair value on a recurring basis include money market funds and marketable securities.

Assets and Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis—The Company determines the fair value of long-lived assets held and used, such as intangible assets, by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors. An impairment charge is recorded when the carrying value of the asset exceeds its fair value. As noted above, there have been no impairment charges recorded to date. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the term loan approximates the fair value. The fair value of the term loan is estimated using Level 2 inputs.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The following tables summarizes the types of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

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	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	25,457	$	—	$	—	$	25,457
Cash equivalents	25,457		—		—		25,457
U.S. Government agency bonds	9,144		19,336		—		28,480
Commercial paper	—		16,586		—		16,586
Marketable securities	9,144		35,922		—		45,066
Total financial assets	$	34,601	$	35,922	$	—	$	70,523

There were no liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2023.


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	4,647	$	—	$	—	$	4,647
Cash equivalents	4,647		—		—		4,647
U.S. Government agency bonds	14,743		15,872		—		30,615
Commercial paper	—		14,711		—		14,711
Marketable securities	14,743		30,583		—		45,326
Total financial assets	$	19,390	$	30,583	$	—	$	49,973

There were no liabilities measured at fair value on a recurring and non-recurring basis as of December 31, 2022.

The following table summarizes the cost, unrealized gains and losses and fair value of marketable securities (in thousands):


	March 31, 2023
	Amortized Cost		Unrealized Losses		Unrealized Gains		Fair Value
U.S. Government agency bonds	$	28,597	$	(119)	$	2	$	28,480
Commercial paper	16,607		(23)		2		16,586
Marketable securities	$	45,204	$	(142)	$	4	$	45,066
Amounts recognized on the consolidated balance sheet
Short-term marketable securities							42,429
Long-term marketable securities							2,637
Marketable securities							$	45,066

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)


	December 31, 2022
	Amortized Cost		Unrealized Losses		Unrealized Gains		Fair Value
U.S. Government agency bonds	$	30,897	$	(282)	$	—	$	30,615
Commercial paper	14,740		(29)		—		14,711
Marketable securities	$	45,637	$	(311)	$	—	$	45,326
Amounts recognized on the consolidated balance sheet
Short-term marketable securities							39,402
Long-term marketable securities							5,924
Marketable securities							$	45,326

The unrealized losses for marketable securities relate to changes in interest rates. No allowance for credit losses was recorded as of March 31, 2023 and December 31, 2022, and no impairment losses were recognized for the three months ended March 31, 2023.

Accrued interest receivable on marketable securities of $0.2 million and $0.1 million as of March 31, 2023 and December 31, 2022, respectively, is included in prepaid expenses and other current assets on the condensed consolidated balance sheet. The Company elected to exclude accrued interest receivable from the estimation of expected credit losses on its marketable securities and reverse accrued interest receivable through interest income (expense) when amounts are determined to be uncollectible. The Company did not write off any accrued interest receivable during the three months ended March 31, 2023.

5. Balance Sheet Components

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	March 31,		December 31,
	2023		2022
Cash	$	84,950	$	97,089
Cash equivalents:
Money market funds	25,457		4,647
Total cash and cash equivalents	$	110,407	$	101,736

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Inventory

Inventory consists of the following (in thousands):


	March 31,		December 31,
	2023		2022
Raw materials	$	3,483	$	3,820
Work in process	473		386
Finished goods	16,406		15,641
Total inventory	$	20,362	$	19,847
Reported as:
Inventory	$	15,588	$	14,564
Long-term inventory	4,774		5,283
Total inventory	$	20,362	$	19,847

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31,		December 31,
	2023		2022
Prepaid expenses	$	2,607	$	2,044
Prepaid insurance	1,044		1,407
VAT and other receivable	674		602
Other current assets	147		290
Total prepaid expenses and other current assets	$	4,472	$	4,343

Capitalized Implementation Costs of a Hosting Arrangement

The Company has several software systems that are cloud-based hosting arrangements with service contracts. The Company accounts for costs incurred in connection with the implementation of these various software systems under ASU 2018-15, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350–40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The Company expenses all costs (internal and external) that are incurred in the planning and post-implementation operation stages. As of March 31, 2023 and December 31, 2022, the Company has capitalized approximately $0.5 million and $0.5 million in implementation costs, net of amortization, respectively. The capitalized costs are amortized on a straight-line basis over the non-cancelable contract terms, which are generally three years. As of March 31, 2023, approximately $0.4 million and $0.1 million capitalized costs were included in prepaid expenses and other current assets, and other long-term assets, respectively. Amortization expense, which was included in selling, general and administrative expenses, was $0.1 million and $0 for the three months ended March 31, 2023 and 2022, respectively.

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	March 31,		December 31,
	2023		2022
Machinery and equipment	$	2,167	$	2,112
Computer equipment and software	1,828		1,773
Furniture and fixtures	263		263
Leasehold improvements	2,277		2,277
Construction in progress	1,872		1,825
Total	8,407		8,250
Less: accumulated depreciation	(3,917)		(3,556)
Property and equipment, net	$	4,490	$	4,694

Depreciation expense for the three months ended March 31, 2023 and 2022 was $0.3 million and $0.3 million, respectively.

Goodwill

Goodwill was $2.3 million as of March 31, 2023 and December 31, 2022 arising from the Company’s acquisition of Emphasys Medical, Inc, in March 2009. No goodwill impairment losses have been recognized since the acquisition. There were no acquisitions or dispositions of goodwill in the three months ended March 31, 2023 and 2022. The Company assesses goodwill for impairment annually, or more frequently, when events or changes in circumstances indicate there may be impairment. Through March 31, 2023, there have been no events or changes in circumstances that indicated that the carrying value of goodwill may not be recoverable. As a result, no impairment charge was recorded during the three months ended March 31, 2023.

Intangible Assets

Intangible assets consist of the following (in thousands):


	March 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	$	1,658	$	(1,548)	$	110
Trademarks	191		(178)		13
Total intangible assets	$	1,849	$	(1,726)	$	123


	December 31, 2022
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	$	1,658	$	(1,520)	$	138
Trademarks	191		(175)		16
Total intangible assets	$	1,849	$	(1,695)	$	154

Amortization expense relating to the intangibles totaled less than $0.1 million during each of the three months ended March 31, 2023 and 2022, respectively.

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Future amortization expense is as follows as of March 31, 2023 (in thousands):


2023 (remaining nine months)	$	92
2024	31
Total amortization expense	$	123

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	March 31,		December 31,
	2023		2022
Accrued employee bonuses and commissions	$	2,803	$	4,973
Accrued vacation	2,341		2,113
Other accrued personnel related expenses	1,615		2,513
Accrued professional fees	2,701		2,366
Sales taxes, franchise tax and VAT	676		627
Liability for early exercise of stock options	89		145
Accrued inventory purchases	160		167
Other	247		372
Total accrued liabilities	$	10,632	$	13,276

6. Long Term Debt

CIBC Loan

On February 20, 2020, the Company executed a Loan and Security Agreement with Canadian Imperial Bank of Commerce (“CIBC”), which the Company subsequently amended on April 17, 2020 and December 28, 2020 (as amended, the “CIBC Agreement”). The CIBC Agreement originally provided the Company with the ability to borrow up to $32.0 million in debt financing (“CIBC Loan”) consisting of $17.0 million advanced at the closing of the agreement (“Tranche A”), with the option to draw up to an additional $8.0 million (“Tranche B”) and an additional financing tranche (“Tranche C”) of up to $7.0 million on or prior to February 20, 2022. Neither Tranche B nor Tranche C was drawn before the option expired.

The CIBC Loan originally had a five-year term maturing on February 20, 2025, which included 24 months of interest only payments followed by 36 months of equal payments of principal and interest.

In April 2020, the Company entered into a First Amendment to CIBC Agreement that changed the maturity date to March 15, 2022, which would be automatically extended to February 20, 2025 if the maturity of all outstanding convertible notes was extended to a date no earlier than May 21, 2025 or all convertible notes converted into convertible preferred stock of the Company. An amendment fee of $0.2 million was paid. The amendment was accounted for as a debt modification and no gain or loss was recognized.

In December 2020, to address certain post-close covenants for which the Company was not in compliance, the Company entered into a Second Amendment to the CIBC Agreement that extended the compliance of such covenants to June 30, 2021.

In March 2021, the Company entered into an Amended and Restated Loan and Security Agreement with CIBC (as amended, the “Amended and Restated CIBC Agreement”) which, among other things, extended the loan maturity date of the CIBC Loan from March 15, 2022 to February 20, 2025, and modified certain financial covenants. Per the

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

amended terms, 36 equal payments of principal plus accrued interest would be due beginning March 31, 2022. In connection with the Amended and Restated CIBC Agreement, the Company paid fees to CIBC of less than $0.1 million which were recorded as a discount on the CIBC Loan and are being accreted over the life of the term loan using the effective interest method. The amendment was accounted for as a debt modification and no gain or loss was recognized.

In June 2021, the Company entered into a First Amendment to the Amended and Restated CIBC Agreement that extended the compliance of certain post-close covenants to March 31, 2022.

In October 2021, the Company entered into a Second Amendment to the Amended and Restated CIBC Agreement, which extended the interest only period of the loan from 24 months to 36 months. Under the amended terms, principal repayment will begin in February 2023. There was no change to the loan interest rate or maturity date.

In October 2022, the Company entered into a Third Amendment to the Amended and Restated CIBC Agreement (the “Third Amendment”) with CIBC, which amended certain provisions of the CIBC Loan. The amendment provided the option to draw up to an additional $20.0 million (“Amended Tranche B”) on or prior to October 31, 2023, which can be drawn in increments of at least $5.0 million. Upon request by the Company, CIBC may, in its sole discretion, make additional term loans of up to $10.0 million (“Amended Tranche C”) at any time. The Third Amendment extended the maturity date of the CIBC Loan from February 20, 2025 to October 31, 2027 and provided for a new interest only period of 24 months from the signing date of the Third Amendment, with the possibility of an additional extension of such interest only period of up to 12 months, subject to satisfaction of certain conditions set forth in the Third Amendment. The Company paid a commitment fee of less than $0.1 million in connection with the Third Amendment. The amendment was accounted for as a debt modification and no gain or loss was recognized.

In February 2023, the Company drew $20.0 million of the Amended Tranche B of the CIBC Loan. The Amended Tranche B bears interest at a floating rate equal to 1.0% above the Wall Street Journal Prime Rate and has the same repayment terms as the Tranche A.

Upon draw of the Amended Tranche B, the financial covenants in the Amended and Restated CIBC Agreement require that, when the cash and cash equivalents of the Company is less than $100.0 million, the Company have revenue for the trailing three-month period ending on the last day of each fiscal quarter of not less than 80.0% of the revenue for the trailing three-month period, as set forth in the annual projections delivered to the CIBC. Further, the Company is required to maintain unrestricted cash in an aggregate amount equal to the greater of $20.0 million and the Adjusted EBITDA loss as defined in the Amended and Restated CIBC Agreement for the six-month period ending on any date of determination. As of March 31, 2023, the Company was in compliance with all covenants contained in Amended and Restated CIBC Agreement.

The CIBC Loan bears interest at a floating rate equal to 1.0% above the Wall Street Journal Prime Rate at any time. The CIBC Loan is collateralized by substantially all of the Company’s assets, including cash and cash equivalents, accounts receivable, intellectual property and equipment. The Company may prepay the borrowings under the Amended and Restated CIBC Agreement, subject to certain conditions, including a prepayment fee equal to 2.0% of the principal amount repaid during the first year after the effective date of the Third Amendment or 1.0% of the principal amount prepaid during the second year after the effective date of the Third Amendment.

As of March 31, 2023, the CIBC Loan had an annual effective interest rate of 9.6% per year.

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

The CIBC Loan consists of the following (in thousands):


	March 31,		December 31,
	2023		2022
Term loan	$	37,000	$	17,000
Less: debt issuance costs	(191)		(127)
Term loan	$	36,809	$	16,873

The Company paid $0.5 million fees to the lender and third parties which is reflected as a discount on the CIBC Loan and is being accreted over the life of the term loan using the effective interest method.

During the three months ended March 31, 2023 and 2022, the Company recorded interest expense related to debt discount and debt issuance costs of CIBC Loan of less than $0.1 million and less than $0.1 million, respectively.

Interest expense on the CIBC Loan amounted $0.6 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

Credit Agreement

In April 2020, Pulmonx International Sàrl, a wholly-owned subsidiary of the Company, entered into a COVID-19 Credit Agreement with UBS Switzerland AG to receive up to 0.5 million Swiss Francs ($0.5 million U.S. dollar equivalent) under Swiss Federal Government program to mitigate the economic impact of the spread of the coronavirus. In May 2020, Pulmonx International Sàrl received 0.5 million Swiss Francs ($0.5 million U.S. dollar equivalent) under the COVID-19 Credit Agreement. The COVID-19 Credit Agreement initially bore no interest through March 31, 2023. Beginning April 1, 2023, the COVID-19 Credit Agreement bears interest at a rate of 1.5% per year payable at the end of each calendar quarter. The loan principal is being repaid in twelve equal installments, paid semi-annually, which began in March of 2022. As of March 31, 2023, Pulmonx International Sàrl repaid $0.1 million to the lender.

Contractual Maturities of Financing Obligations

As of March 31, 2023, the aggregate future payments under the CIBC Loan and Credit Agreement (including interest payments) are as follows (in thousands):


2023 (remaining nine months)	$	2,600
2024	5,469
2025	15,058
2026	13,948
2027	10,790
Total	47,865
Less: unamortized debt discount	(191)
Less: interest	(10,410)
Term loan and credit agreement	$	37,264

7. Revenue Recognition

The Company’s contract liabilities consist of deferred revenue for remaining performance obligations by the Company to the customer after delivery, which was $0.1 million and $0.1 million as of March 31, 2023 and December 31, 2022, respectively. The deferred revenue as of December 31, 2022 of $0.1 million was recognized as revenue during the three months ended March 31, 2023.

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

The Company disaggregates its revenue by major geographic region, which has been disclosed in Note 12, “Segment Information.”

8. Commitments and Contingencies

Leases

The Company has a lease for its headquarters location in Redwood City, California. In October 2019, the Company renewed its lease for the headquarters location in Redwood City, California for an additional five years commencing in August 2020 and expiring in July 2025. The monthly base rent during the renewed term is $0.1 million and is subject to an annual increase of 3.5%. The Company is responsible for its share of real estate taxes, common area maintenance and management fees.

During 2013, the Company entered into a five-year lease for office facilities in Switzerland. The Company had an option to extend the lease through January 2022, which was not exercised by the Company. Per the lease terms, in the event the option to extend is not exercised, the lease remains in force and can be terminated with 12-months’ notice.

In April 2020, the Company executed a sublease for another office facility in Redwood City, California for a three-year term commencing on June 1, 2020. The lease agreement provides for early termination if the Company or Sublandlord elects to terminate the lease by providing the other party at least 180 days prior written notice. The early termination may only occur on or after the expiration of the 18th full calendar month of the sublease term. The monthly base rent during the term is less than $0.1 million and is subject to an annual increase of 3.5%. The Company is responsible for its share of real estate taxes, common area maintenance and management fees.

In September 2020, the Company amended the sublease agreement entered into in April 2020, to include additional facility space in Redwood City, California for a four-year term. The amendment was accounted as a separate sublease agreement. The sublease agreement contained a rent-free period through February 14, 2021, after which rent is approximately $0.1 million per month and is subject to an annual increase of 3.5%. The Company is responsible for its share of real estate taxes, common area maintenance and management fees. The Company is eligible to receive a tenant improvement allowance of $0.7 million to fund facility enhancements. The sublease agreement can be extended for an additional twelve-month period, at the Company’s option. For accounting purposes, the lease term is 4 years as it is not reasonably certain that the Company will exercise the renewal option. The amendment also changed the lease term entered into in April 2020, which was extended until May 31, 2024, but left the early termination clause unchanged. In September 2021, the Company became reasonably certain that the early termination clause would not be exercised as capital expenditures on the facility build-out created sufficient disincentive to terminate the lease early. The lease term was reevaluated and extended from November 30, 2021 to May 31, 2024.

The Company has leases on ten vehicles with an average lease term of 2.9 years.

Operating lease cost consists of the following (in thousands):


	Three Months Ended March 31,
	2023		2022
Operating lease cost	$	721	$	724
Short-term lease cost	8		9
Variable lease cost	154		147
Total lease cost	$	883	$	880

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes a maturity analysis of the Company’s lease liabilities showing the aggregate lease payments as of March 31, 2023 (in thousands):


2023 (remaining nine months)	$	2,675
2024	2,970
2025	1,044
Total minimum lease payments	6,689
Less: Amount of lease payments representing interest	375
Present value of future minimum lease payments	$	6,314
Less: Current lease liabilities	3,299
Long-term lease liabilities	$	3,015

The following table summarizes additional information related to the Company’s operating leases (in thousands, except weighted average data):


	March 31, 2023			December 31, 2022
Right of use asset	$	5,152		$	5,806
Weighted average remaining lease term (years)	1.83			2.08
Weighted average discount rate (percent)	6.0		%	6.0		%

The following table summarizes other supplemental information related to the Company’s operating leases (in thousands):


	Three Months Ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities	$	872	$	131
Right-of-use assets obtained in exchange for lease liabilities	$	—	$	56

Service Agreement

In April 2022, the Company entered into an agreement with a service provider which requires total minimum purchases of $0.6 million, $0.4 million, and $0.4 million over the next three years. From inception of the agreement through March 31, 2023, the Company recorded $0.6 million of expense for services related to this agreement in cost of goods sold.

Contingencies

From time to time, the Company may be a party to various litigation claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with legal counsel, the need to record a liability for litigation and contingencies. Accrual estimates are recorded when and if it is determinable that such a liability for litigation and contingencies are both probable and reasonably estimable.

In December 2022, the Company received a civil investigative demand (“CID”) from the U.S. Department of Justice, Civil Division in connection with an investigation under the Anti-Kickback Statute and False Claims Act (the “Investigation”). The CID requests information and documents regarding the Company’s relationships with certain health care providers, medical practices, and hospitals in connection with the sales and marketing of the Zephyr Valves and related products and services. The Company is fully cooperating with the Investigation. The

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Company is unable to express a view at this time regarding the ultimate outcome of the Investigation or estimate an amount or range of reasonably possible loss. Depending on the outcome of the Investigation, there could be a material impact on the Company’s business, results of operations and financial condition.

9. Income Taxes

The income tax expense for the three months ended March 31, 2023 and 2022 was $0.1 million and $0.1 million, respectively. The income tax expense was determined based upon estimates of the Company’s effective income tax rates in various jurisdictions. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to state income taxes, foreign income taxes, and non-recognition of US tax benefit because of a full valuation allowance against US deferred tax assets.

The income tax expense for the three months ended March 31, 2023 and 2022 relates primarily to state minimum income tax and income tax on the Company’s earnings in foreign jurisdictions.

10. Stockholders’ Equity

Common Stock

As of March 31, 2023 and December 31, 2022, the Company’s certificate of incorporation authorized the Company to issue up to 200,000,000 shares of common stock. Common stockholders are entitled to dividends as and when declared by the Board of Directors, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote.

Shares Reserved for Future Issuance

The Company has reserved shares of common stock for future issuances as follows:


	March 31,	December 31,
	2023	2022
Common stock options issued and outstanding	3,278,913	2,495,528
Common stock restricted stock units issued and outstanding	2,696,843	998,473
Common stock available for future grants	2,681,944	3,765,706
Common stock available for ESPP	1,502,455	1,212,109
Total	10,160,155	8,471,816

Stock Option Plan

A summary of stock option activity for the three months ended March 31, 2023 is set forth below:


	Outstanding Options
	Number of Shares	Weighted Average Exercise Price
Balance, January 1, 2023	2,495,528	$	17.35
Options granted	835,400	11.48
Options exercised	(23,006)	2.02
Options canceled	(29,009)	17.29
Balance, March 31, 2023	3,278,913	$	15.97

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Pulmonx Corporation

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

The aggregate intrinsic value of options outstanding as of March 31, 2023 was $9.6 million.


	March 31, 2023
	Number of Shares	Weighted Average Exercise Price		Weighted Average Contractual Life (in Years)
Options vested	1,248,108	$	14.21	6.95
Options vested and expected to vest	3,278,913	$	15.97	8.19

Total intrinsic value of options vested as of March 31, 2023 was $6.3 million.

Early Exercise of Stock Options

Under the terms of the individual option grants, options are fully exercisable on the grant date, subject to the Company’s repurchase right at the original exercise price. Accordingly, options may be exercised prior to vesting. The shares are subject to the Company’s lapsing repurchase right upon termination of employment or over the options’ vesting period of generally four years at the original purchase price. The proceeds initially are recorded in other liabilities from the early exercise of stock options and are reclassified to additional paid-in capital as the Company’s repurchase right lapses. During the three months ended March 31, 2023 and 2022, the Company did not repurchase shares of common stock. As of March 31, 2023 and December 31, 2022, 46,012 and 77,782 shares, respectively, were subject to repurchase, with an aggregate exercise price of $0.1 million and $0.1 million, respectively, and were recorded in other current liabilities.

Restricted Stock Units

Activity with respect to restricted stock units was as follows:


	Number of Shares Underlying Outstanding Restricted Stock	Weighted Average Grant Date Fair Value
Unvested, January 1, 2023	998,473	$	27.72
Granted	1,800,120	11.48
Vested	(66,895)	32.08
Canceled	(34,855)	22.68
Unvested, March 31, 2023	2,696,843	$	16.84

The aggregate intrinsic value of restricted stock units outstanding as of March 31, 2023 was $30.2 million.

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Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Total Stock-Based Compensation

Stock-based compensation expense is reflected in the statements of operations and comprehensive loss as follows (in thousands):


			Three Months Ended March 31,
			2023						2022