As filed with the U.S. Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 No.) | ||||
700 Chesapeake Drive
Redwood City, California 94063
1-650-364-0400
(Address of principal executive offices) (Zip code)
Pulmonx Corporation 2020 Equity Incentive Plan
Pulmonx Corporation 2020 Employee Stock Purchase Plan
(Full titles of the plans)
David Lehman
General Counsel
Pulmonx Corporation
700 Chesapeake Drive
Redwood City, California 94063
(650) 364-0400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Mark B. Weeks John T. McKenna Sepideh Mousakhani Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | Mehul Joshi Chief Financial Officer Pulmonx Corporation 700 Chesapeake Drive Redwood City, California 94063 (650) 364-0400 | |||||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pulmonx Corporation (the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering:
•1,591,438 shares of its common stock, par value $0.001 per share (the “Common Stock”), under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) pursuant to an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2020 Plan on January 1, 2025, and
•397,859 shares of Common Stock under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) pursuant to an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2020 ESPP on January 1, 2025.
This Registration Statement relates to securities of the same class as, and in addition to, other securities for which earlier registration statements on Form S-8 were filed with the SEC on March 15, 2024 (File No. 333-277962), May 9, 2023 (File No. 333-271769), May 10, 2022 (File No. 333-264825), May 14, 2021 (File No. 333-256140) and October 1, 2020 (File No. 333-249187) (collectively, the “Prior Registration Statements”). Accordingly, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2020 Plan and 2020 ESPP, are incorporated by reference into this Registration Statement pursuant to General Instruction E to Form S-8.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement (other than information in such filings deemed, under SEC rules or otherwise, not to have been filed with the SEC):
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025; and
(b)the description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on September 24, 2020 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 15, 2021.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
The exhibits to this Registration Statement are listed below:
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-39562 | 3.1 | October 5, 2020 | ||||||||||||||||||||||||||||
| 4.2 | S-1/A | 333-248635 | 3.4 | September 24, 2020 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-248635 | 4.1 | September 24, 2020 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | S-8 | 333-249187 | 99.5 | October 1, 2020 | ||||||||||||||||||||||||||||
| 99.2 | S-8 | 333-249187 | 99.8 | October 1, 2020 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 February 25, 2025.
| PULMONX CORPORATION | ||||||||
| By: | /s/ Steven S. Williamson | |||||||
| Name: | Steven S. Williamson | |||||||
| Title: | President and Chief Executive Officer | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven S. Williamson and Mehul Joshi, and each one of them, 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 their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Steven S. Williamson | President, Chief Executive Officer and Director | February 25, 2025 | ||||||||||||
| Steven S. Williamson | (Principal Executive Officer) | |||||||||||||
| /s/ Mehul Joshi | Chief Financial Officer | February 25, 2025 | ||||||||||||
| Mehul Joshi | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
| /s/ Thomas W. Burns | Director | February 25, 2025 | ||||||||||||
| Thomas W. Burns | ||||||||||||||
| /s/ Richard Ferrari | Director | February 25, 2025 | ||||||||||||
| Richard Ferrari | ||||||||||||||
| /s/ Daniel P. Florin | Director | February 25, 2025 | ||||||||||||
| Daniel Florin | ||||||||||||||
| /s/ Glendon E. French | Director | February 25, 2025 | ||||||||||||
| Glendon E. French | ||||||||||||||
| /s/Georgia Garinois-Melenikiotou | Director | February 25, 2025 | ||||||||||||
| Georgia Garinois-Melenikiotou | ||||||||||||||
| /s/ Dana G. Mead, Jr. | Director | February 25, 2025 | ||||||||||||
| Dana G. Mead, Jr. | ||||||||||||||
| /s/ Tiffany Sullivan | Director | February 25, 2025 | ||||||||||||
| Tiffany Sullivan | ||||||||||||||