Pulmonx secures $60M Perceptive term loan facility

Pulmonx Corporation entered into a new senior secured term loan facility of up to $60.0 million with Perceptive Credit Holdings V, LP.

Rhea-AI Filing Summary

Pulmonx Corporation entered into a new senior secured term loan facility of up to $60.0 million with Perceptive Credit Holdings V, LP. The company drew an initial $40.0 million on closing, with two additional $10.0 million tranches available if specified trailing twelve‑month revenue targets of $92.5 million and $100.0 million are met by September 30, 2027 and December 31, 2027, respectively.

The loan matures on March 2, 2031 and bears interest at one‑month term SOFR (floored at 3.75%) plus a 7.00% margin, with the option to pay up to 2.00% of the margin in kind for 36 months. Pulmonx must maintain at least $4.0 million in liquidity and meet ongoing revenue covenants, and its obligations are secured by a first‑priority lien on substantially all assets of the company and certain subsidiaries.

In connection with the financing, Pulmonx issued Perceptive a warrant to purchase 1,000,000 common shares at an exercise price of $1.92 per share, and will issue additional warrants tied to any future delayed‑draw loans. The company also fully repaid and terminated its prior credit facility with Canadian Imperial Bank of Commerce without early termination fees.

Insights

Capital structure analyst

Pulmonx replaces its prior credit line with a larger, long-dated secured term loan and equity-linked sweeteners.

The new Perceptive facility provides up to $60.0 million of term debt, with $40.0 million funded at closing and two performance-based tranches tied to revenue milestones through 2027. The maturity in 2031 and initial interest-only structure can ease near-term cash outflows compared with an amortizing loan.

In return, Pulmonx accepts a high floating coupon, minimum liquidity of $4.0 million, revenue covenants, and a first-priority security interest over substantially all assets. Warrants for 1,000,000 shares at $1.92, plus additional warrants on any delayed draws, introduce potential future equity dilution alongside the new leverage.

The company simultaneously repaid and terminated its Canadian Imperial Bank of Commerce facility with no early termination fees, simplifying its debt stack. Future disclosures around covenant compliance and any use of the delayed-draw tranches will help clarify how fully Pulmonx utilizes this capital structure flexibility.

8-K Event Classification

5 items: 1.01, 1.02, 2.03, 3.02, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facility did Pulmonx (LUNG) enter into with Perceptive?

Pulmonx entered a senior secured term loan facility of up to $60.0 million with Perceptive Credit Holdings V, LP. It borrowed $40.0 million at closing, with two additional $10.0 million tranches available if specified revenue milestones are achieved by late 2027.

What are the key terms of Pulmonx’s new Perceptive loan, including interest rate and maturity?

The loan matures on March 2, 2031 and carries interest at one‑month term SOFR, floored at 3.75%, plus a 7.00% margin. For 36 months, Pulmonx may pay up to 2.00% of the margin in kind, adding it to principal instead of paying cash.

What financial covenants apply to Pulmonx under the Perceptive credit agreement?

Pulmonx must maintain minimum Liquidity of at least $4.0 million at all times before maturity and meet specified Revenue thresholds on each calculation date. Failure to comply could trigger an event of default, allowing Perceptive to declare outstanding principal and interest immediately due.

What warrants did Pulmonx issue to Perceptive in connection with the loan?

Pulmonx issued Perceptive a warrant to buy 1,000,000 common shares at an exercise price of $1.92 per share, a 25% premium to the recent 10‑day VWAP. Additional warrants will be issued if delayed draw term loan tranches are funded, all expiring on March 2, 2033.

How does the new Perceptive facility affect Pulmonx’s existing debt arrangements?

On entering the new facility, Pulmonx repaid all outstanding indebtedness under its Amended and Restated Loan and Security Agreement with Canadian Imperial Bank of Commerce. The prior facility was terminated, and Pulmonx incurred no early termination fees or penalties in connection with this repayment.

What collateral secures Pulmonx’s obligations under the Perceptive credit agreement?

Pulmonx’s obligations are guaranteed by Pulmonx International Sàrl and will be guaranteed by certain other subsidiaries. They are secured by a first priority perfected security interest on substantially all existing and after-acquired assets of the company and subsidiary guarantors, subject to customary exceptions described in the agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/04/2026 - 07:10 PM Learn about SEC filing dates

Pulmonx Corp false 0001127537 0001127537 2026-03-02 2026-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2026

PULMONX CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39562		77-0424412
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

700 Chesapeake Drive
Redwood City, CA		94063
(Address of Principal Executive Offices)		(Zip Code)

(650) 364-0400

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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		LUNG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Perceptive Credit Facility

On March 2, 2026 (the “Closing Date”), Pulmonx Corporation (the “Company”) entered into a Credit Agreement and Guaranty (the “Credit Agreement”) and a Security Agreement (the “Security Agreement”), with Perceptive Credit Holdings V, LP (“Perceptive”), as the initial lender, administrative agent and collateral agent. The Perceptive Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $60.0 million (the “Loan Facility”).

On the Closing Date, the Company borrowed an initial loan under the Credit Agreement in an aggregate principal amount of $40.0 million. The Loan Facility permits the Company to borrow up to an additional $20 million, in two additional equal tranches. The first $10.0 million tranche becomes available if the Company reaches at least $92.5 million in revenue for any trailing twelve-month period ending as of the end of last day of any fiscal quarter through, and including, the fiscal quarter ending September 30, 2027, and the second $10.0 million tranche becomes available if the Company reaches at least $100.0 million in revenue for any trailing twelve-month period ending as of the end of last day of any fiscal quarter through, and including, the fiscal quarter ending December 31, 2027.

The Loan Facility has a maturity date of March 2, 2031 (the “Maturity Date”). The Loan Facility accrues interest, payable monthly in arrears, at an annual rate equal to the sum of (a) an applicable margin of 7.00% (the “Applicable Margin”) plus (b) the greater of (i) one-month term SOFR and (ii) 3.75%. Upon the occurrence and during the continuance of an event of default under the Credit Agreement, the Applicable Margin will increase by an additional 3.00% per annum at Perceptive’s election (retroactive to the date of such event of default), or automatically in the case of a payment or bankruptcy event of default.

For a period of 36 months following the Closing Date, at the Company’s option with respect to each interest payment date, up to 2.00% per annum of the Applicable Margin will be paid-in-kind and added to the outstanding principal balance of the Loan Facility on such interest payment date.

Prior to the Maturity Date, there will be no scheduled principal payments under the Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the loans thereunder and all accrued and unpaid interest thereon. The loans under the Loan Facility may be prepaid at any time, subject to a prepayment premium ranging from 2% to 10% if such prepayment occurs on or prior to the fourth anniversary of the Closing Date.

On the Closing Date, the Company paid an upfront fee of $750,000, which is equal to 1.25% of the aggregate principal amount of the Loan Facility. On each date when any outstanding principal under the Loan Facility is repaid or required to be repaid (including but not limited to, on the Maturity Date, or upon prepayment either by means of voluntary prepayment, mandatory prepayment, or acceleration in connection with an event of default), the Company will be required to pay an exit fee equal to 1.50% of such principal amount.

The Company’s obligations under the Credit Agreement are guaranteed by Pulmonx International Sàrl, the Company’s wholly-owned Swiss subsidiary, and will be guaranteed by all subsidiaries of the Company organized in the United States or Switzerland, and any other material subsidiaries. Pursuant to the Security Agreement, the Company’s obligations under the Credit Agreement are secured by a first priority perfected security interest on substantially all of the existing and after-acquired assets of the Company and subsidiary guarantors, subject to customary exceptions.

The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants, and events of default that are customarily required for similar financings. In addition, the Credit Agreement contains financial covenants requiring the Company to (i) at all times prior to the Maturity Date, maintain minimum Liquidity (as defined in the Credit Agreement) of at least $4.0 million and (ii) as of each calculation date set forth in the Credit Agreement, maintain Revenue (as defined in the Credit Agreement) that is not less than the amounts specified in the Credit Agreement. The occurrence of an event of default under the Credit Agreement could result in, among other things, the declaration that all outstanding principal and interest thereunder are immediately due and payable in whole or in part.

Perceptive Warrants

On the Closing Date, the Company issued to Perceptive a warrant to purchase up to 1,000,000 shares of the Company’s common stock, par value $0.001 per share, with an exercise price of $1.92 per share, which is a 25% premium to the 10-day volume weighted average price of the common stock for the period ending on the business day immediately preceding the Closing Date.

On the date of the funding of each delayed draw term loan under the Credit Agreement, the Company will issue to Perceptive additional warrants to purchase a number of shares of common stock equal to 0.025 times the dollar amount of delayed draw term loans funded on such date (which number of shares will be adjusted for any stock splits, stock combinations and the like that take place after the Closing Date and prior to the applicable funding date), with an exercise price equal to a 25% premium to the 10-day volume weighted average price of the common stock for the period ending on the business day immediately preceding such date.

All the warrants, regardless of issuance date, will have an expiration date of March 2, 2033, may be exercised on a cashless or “net” basis, are freely transferable, and will be automatically exercised, on a cashless basis, prior to their expiration if the value of the shares underlying the respective warrant is greater than the then-applicable exercise price. The warrant exercise prices are subject to adjustment for certain recapitalization events, as further described in the warrants.

The warrants were, and the additional warrants will be, issued in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act. The warrants and the shares of common stock issuable thereunder may not be offered, sold, pledged or otherwise transferred in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

The foregoing summary of the Credit Agreement, the Security Agreement, and the warrants is not complete and is qualified in its entirety by reference to the full text of each of the above-referenced documents, copies of which are filed as Exhibit 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

CIBC Credit Agreement

In connection with the Company’s entry into the Loan Facility, on March 2, 2026, the Company repaid all outstanding indebtedness under the Amended and Restated Loan and Security Agreement, dated March 29, 2021, as amended, among the Company and the Canadian Imperial Bank of Commerce, as lender, and terminated all its obligations and commitments thereunder. No early termination fees or penalties were incurred by the Company in connection with such termination.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 under the heading “Perceptive Credit Facility” is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 under the heading “Perceptive Warrants” is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Credit Agreement and Guaranty, dated March 2, 2026, by and between the Company, as Borrower, the Guarantors thereto, and Perceptive Credit Holdings V, LP, as a Lender and the administrative agent for the Lenders.
10.2*		Security Agreement, dated March 2, 2026, by and among the Company and its subsidiaries and Perceptive Credit Holdings V, LP.
10.3		Form of Warrant (Perceptive Credit Holdings V, LP).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Pulmonx Corporation
Dated: March 4, 2026
				By:		/s/ Derrick Sung
						Derrick Sung, Ph.D.
						Chief Operating Officer and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 737.4 KB
• EX-10.2 EX-10.2 125.3 KB
• EX-10.3 EX-10.3 85.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB