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United States securities and exchange commission logo
September 18, 2020
Glendon E. French
Chief Executive Officer
Pulmonx Corporation
700 Chesapeake Drive
Redwood City, CA 94063
Re: Pulmonx Corporation
Registration
Statement on Form S-1
Filed September 4,
2020
File No. 333-248635
Dear Mr. French:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1. With reference to your
disclosure on page 88, please revise the Summary to discuss the
negative impact that
COVID-19 has had on your business operations and results in recent
months. Also revise the
penultimate bullet point on page 5 to clarify that COVID-19 has
in fact had an adverse
effect on your business.
Implications of Being an Emerging Growth Company..., page 6
2. Please supplementally
provide us with copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies
of the communications.
Glendon E. French
Pulmonx Corporation
September 18, 2020
Page 2
Factors Affecting our Business and Results of Operations, page 89
3. Please disclose in MD&A the dollar amount of stock compensation expense
you expect to
recognize in future periods related to the compensatory transactions
referenced on pages
F-42, F-77 and F-79. See Section 501.02 of the Financial Reporting
Codification.
Additional Post Hoc Analysis of LIBERATE Data, page 134
4. Please tell us whether you commissioned the study or played any other
role in it. Please
also file the consent of the authors regarding their findings and
conclusions.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jenn Do at 202-551-3743 or Al Pavot at 202-551-3738 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
FirstName LastNameGlendon E. French
Division of
Corporation Finance
Comapany NamePulmonx Corporation
Office of Life
Sciences
September 18, 2020 Page 2
cc: Mark Weeks, Esq.
FirstName LastName