Long Term Debt and Convertible Notes | Long Term Debt and Convertible Notes Term Loan Oxford Finance Loan In August 2014, the Company entered into a Loan and Security Agreement with Oxford Finance LLC for up to $20.0 million in term loans. In 2014, the Company borrowed $15.0 million and had the ability to draw an additional $5.0 million conditioned upon the achievement of a revenue milestone. The period during which the Company could draw an additional $5.0 million ended on November 30, 2015 without the Company borrowing the additional $5.0 million. The term loan bore interest at 8.96% and had a five-year term. The first 36 months were interest only payments followed by 24 months of equal payments of principal and interest. A final payment of 8.50% of the term loan amount is due at maturity and is being accreted using the effective interest rate method. The term loan is collateralized by assets, including cash and cash equivalents, accounts receivable and property and equipment. In May 2017, the Company entered into a First Amendment to Loan and Security Agreement that extended the interest only period through June 2018 and included an additional fee of $0.1 million due upon maturity. The amendment was accounted for as a debt modification and no gain or loss is recognized in the Company’s financial statements. In May 2018, the Company entered into Second and Third Amendments to Loan and Security Agreement that extended the interest only period through May 2019 and the maturity date to July 1, 2020. The amendment was accounted for as a debt modification and no gain or loss is recognized in the Company’s financial statements. The Company had the option to further extend the interest only period through March 2020 and the maturity date to May 1, 2021, provided that no event of default had occurred. The loan bears interest at an annual rate equal to the greater of (i) 8.71% and (ii) the sum of (a) the greater of the one month U.S. LIBOR rate on the last business day of the month that immediately precedes the month in which the interest will accrued and 1.85% plus (b) 6.86%. In May 2019, the Company elected to extend the interest only period of the term loan through March 2020 and the maturity date to May 2021. The incremental amendment fee, due at maturity, increased to $0.8 million from $0.4 million when the Company extended the interest only period through March 2020. As of February 20, 2020 (repayment date), December 31, 2019 and December 31, 2018, the term loan had an annual effective interest rate of 11.11% per year, 11.11% per year and 11.17% per year, respectively. In connection with the original agreement in August 2014, the Company also entered into the Success Fee Agreement. In the event of a sale or other disposition by the Company of all or substantially all of its assets, a merger or consolidation, or an initial public offering (a “Liquidity Event”), before the termination of the agreement on August 28, 2021, the Company is required to pay up to $2.5 million (the “Success Fee”) to Oxford Finance LLC. The Success Fee is equal to 6.25% of the term loan if the Liquidity Event occurs within 18 months of August 28, 2014, 8.75% if the Liquidity Event occurs after 18 months and within 3 years of August 28, 2014, and 12.50% if the Liquidity Event occurs after the third anniversary of August 28, 2014. As of December 31, 2019, the maximum amount of Success Fee subject to a potential payout was $1.9 million. This agreement has been identified as a freestanding derivative under ASC 815, Derivatives (“Success Fee”) and is remeasured to its fair value at the end of each reporting period and any change in fair value is recognized as change in other income (expense), net in the statements of operations and comprehensive loss (Note 4). The fair value of the Success Fee derivative liability as of December 31, 2019 was $1.2 million. On October 5, 2020, in connection with the IPO, the Company paid $1.9 million pursuant to the Success Fee Agreement to Oxford Finance LLC. The Loan and Security Agreement contained customary affirmative and negative covenants and events of default. As of December 31, 2019, the Company was in default with a covenant in the Loan and Security Agreement resulting from its failure to maintain cash balances outside the United States within the levels set forth in the Loan and Security Agreement. This event of default was waived by Oxford Finance LLC. On February 20, 2020, the Company repaid its entire obligation under the term loan agreement with Oxford Finance LLC amounting to $17.3 million, including outstanding loan amount of $15.0 million, final payment of $1.3 million, amendment fees of $0.9 million and accrued interest of $0.1 million. The repayment of the obligation under the term loan agreement with Oxford Finance LLC was accounted as extinguishment and the Company recorded a loss on extinguishment of $0.4 million included in interest expense in the consolidated statements of operations and comprehensive loss. The term loan consisted of the following (in thousands): December 31, 2020 2019 Term loan $ — $ 15,000 Less: debt issuance costs — (27) Less: deferred financing costs — (8) Term loan $ — $ 14,965 The Company incurred fees and legal expenses of $0.1 million in connection with the Agreement and Amendments, which are recorded as deferred financing costs and amortized to interest expense. The Company also paid $0.2 million in fees to the lender which is reflected as a discount on the debt and is being accreted over the life of the term loan. In 2020, 2019 and 2018, the Company recorded interest expense related to deferred financing and debt issuance costs of less than $0.1 million. Interest expense on the term loan amounted to $0.4 million, $1.7 million and $1.7 million during the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. CIBC Loan On February 20, 2020, the Company executed a Loan and Security Agreement (the “CIBC Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”) to raise 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 drawing up to an additional $8.0 million (Tranche B) on or before February 20, 2022. The term loan also provided for an additional financing tranche (Tranche C) of up to $7.0 million on or prior to February 20, 2022, which was conditioned upon achieving a trailing six-month revenue of at least $20.0 million as of the date of any Tranche C borrowing. The availability of Tranche B and Tranche C is further conditioned upon the joining of Pulmonx International Sàrl to the CIBC Agreement and the execution by Pulmonx International Sàrl of Swiss-law collateral documentation in favor of CIBC. 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. The interest only period can be extended to 36 months if the Company achieves three-month trailing revenue of at least $20.0 million as of February 20, 2022. The CIBC Loan bears interest at a floating rate equal to 1.0% above the Wall Street Journal Prime Rate at any time. The Tranche C loan will bear interest at a floating rate equal to 1.5% 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 loan, subject to certain requirements. The CIBC Agreement includes customary restrictive covenants, financial covenants, events of default and other customary terms and conditions. In April 2020, the Company entered into a First Amendment to CIBC Agreement that changed the maturity date to March 15, 2022, which shall be automatically extended to February 20, 2025 if the maturity of all outstanding convertible notes (see below) is extended to a date no earlier than May 21, 2025 or all convertible notes have been converted into convertible preferred stock of the Company. The Company paid to CIBC an amendment fee of $0.2 million. The Tranche B drawing was amended and is conditioned to achieving a trailing six-month revenue of at least $15.0 million as of the date of any Tranche B borrowing. On the date of drawing Tranche B Loan or Tranche C Loan, the Company will pay a structuring fee in an amount equal to 1.0% of the amount of Tranche B Loan or Tranche C Loan. The amendment was accounted for as a debt modification and no gain or loss was recognized. As of December 31, 2020, the CIBC Loan had an annual effective interest rate of 5.16% per year. 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 date for certain post-close covenants to June 30, 2021. The financial covenants in the CIBC Agreement require the Company to have revenue for the trailing three-month period ending on March 31, 2021, and the last day of each June, September, December and March thereafter of not less than the greater of (i) the amount equal to 80% of the revenue for the trailing three-month period ending on such day, as set forth in the annual projections delivered to the CIBC, and approved by CIBC, and (ii) the revenue for the trailing three-month period ending on the last day of the month for which this covenant had most recently been tested prior to such day. Further, the Company on and at all times after April 17, 2020, maintain unrestricted cash in an aggregate amount equal to or greater than the Adjusted EBITDA loss as defined in the CIBC Agreement for the four-month period ending on any date of determination. As of December 31, 2020, the Company was in compliance with all the covenants contained in the CIBC Agreement. The CIBC Loan as of December 31, 2020, consisted of the following (in thousands): December 31, 2020 Term loan $ 17,000 Less: debt issuance costs (196) Term loan $ 16,804 The Company paid $0.3 million fees to the lender and third parties, including the amendment fee of $0.2 million, 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 year ended December 31, 2020, the Company recorded interest expense related to debt discount and debt issuance costs of CIBC Loan of $0.1 million. Interest expense on the CIBC Loan amounted $0.7 million during the year ended December 31, 2020. 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 will bear no interest and is payable within 60 months after receipt of funds. As of December 31, 2020, Pulmonx International Sàrl did not make any repayment of credit agreement. Paycheck Protection Program On April 16, 2020, the Company received $2.7 million in support from the Paycheck Protection Program (the “PPP”) established by the U.S. federal government as part of the CARES Act for the PPP. Because the U.S. government subsequently changed its position and guidelines related to the PPP and publicly traded companies, the Company repaid the loan on May 1, 2020. Convertible Note In May 2017, the Company entered into a Second Lien Loan and Security Agreement with Boston Scientific Corporation, an investor, for up to $30.0 million in term loans. The loans under this agreement are subordinated to the term loan with Oxford Finance LLC and are also collateralized by assets, including cash and cash equivalents, accounts receivable and property and equipment. Under the Agreement, Boston Scientific Corporation agreed to make one or more term loans to the Company during the period beginning in May 2017 and ending on May 13, 2022, the maturity date (the “Term Loans”). The principal amount outstanding under the Term Loans drawn prior to June 30, 2018 accrued no interest from the date of such Term Loan through and including June 30, 2018. Beginning on July 1, 2018, all Term Loans accrued interest at a fixed rate of 8.96%. Interest accrues until such Term Loan is converted to stock or paid in full. Each Term Loan is evidenced by a separate Secured Convertible Promissory Note and is repayable, convertible and exchangeable. If the Company completes any Qualified Equity or Debt Financing or any Change of Control, Liquidation or Prepayment Conversion occurs, outstanding principal and accrued interest on the loans are convertible at Boston Scientific Corporation’s option into shares of either (1) the Series F-1 convertible preferred stock or, if the shares of Series F-1 convertible preferred stock are not the most senior series of preferred stock of the Company then issued and outstanding (2) the most senior series of preferred stock of the Company then issued and outstanding (“Conversion Stock”). The Conversion Stock Per Share Price is defined as (A) with respect to a Qualified Equity Financing, the lowest price per share of Conversion Stock paid by any investor in such Qualified Equity Financing, (B) with respect to a Change of Control or Liquidation, the total amount distributed, paid or to be paid to the stockholders of the Company on account of the stock held by them in connection with such Change of Control or Liquidation, divided by the fully-diluted share count of the Company on the Conversion Date or (C) with respect to a Prepayment Conversion, $230,000,000 divided by the fully-diluted share count of the Company on the Conversion Date. Subject to Boston Scientific Corporation’s conversion rights, the Company had the option to prepay all of the Term Loans, at any time. In conjunction with the Second Lien Loan and Security Agreement, the Company and Boston Scientific entered into a No Shop Agreement such that from the date of execution of the agreement through the earlier of the Company’s submission of the final module of its Premarket Approval application to the FDA and March 31, 2018, the Company would not sign a term sheet or engage in discussions to sell the Company. In addition, Boston Scientific’s Right of First Negotiation, originally received as part of the Preferred Series F-1 financing, was amended to shorten the period it has to exercise its Right of First Negotiation from 10 to 5 business days, and to shorten the Exclusive Negotiation Period from 75 to 45 days with respect to the initial notice from the Company that it intends to pursue a change in control or IPO. For subsequent notices from the Company, Boston Scientific has 10 days to exercise its right of first negotiation, and 75 days to enter into definitive agreements for a change in control transaction. The Company borrowed $6.0 million in 2017, $12.0 million in 2018 and $6.0 million in January 2019 under the Second Lien Loan and Security Agreement with Boston Scientific Corporation. In April 2019, all the Term Loans and accrued interest of $25.1 million under the agreement converted into 1,903,935 shares of Series G-1 convertible preferred stock at a price of $13.2 per share at the option of Boston Scientific Corporation upon the occurrence of Series G-1 convertible preferred stock financing, which met the definition of Qualified Equity Financing in the Second Lien Loan and Security Agreement (Note 10). This conversion was accounted as debt extinguishment and the Company recognized less than $0.1 million extinguishment gain upon such conversion. The Company incurred fees and legal expenses of $0.1 million in connection with the Agreement, which are reported on the balance sheet as a direct deduction from the face amount of the convertible note. Amortization of the issuance costs are calculated using the effective interest rate method over the term of the note and recorded as a non-cash interest expense. In 2018, the Company accrued interest expense of $0.8 million, which was included in convertible notes at December 31, 2018. As of December 31, 2018, the Term Loans had an annual effective interest rate of 7.47% per year. The Second Lien Loan and Security Agreement contains customary affirmative and negative covenants and events of default. As of December 31, 2019 and December 31, 2018, the Company was in compliance with all the covenants contained in the Second Lien Loan and Security Agreement. In January 2020, the Company terminated the Second Lien Loan and Security Agreement. 2020 Notes In April 2020, the Company entered into a Note Purchase Agreement and Convertible Promissory Notes (collectively the “2020 Notes Agreement”) with certain investors (the “Lenders”) to issue convertible promissory notes (the “2020 Notes”) for a maximum aggregate amount of $66.0 million. In April 2020, the Company received $33.0 million in gross proceeds from issuance of the 2020 Notes. Upon meeting customary closing conditions, the Company can draw up to an additional $33.0 million, provided that any such draw be for no less than $5.0 million on or prior to April 17, 2022. All unpaid interest and principal will be due and payable upon request of the majority of Lenders (“Majority Holders”) on or after the earlier of April 17, 2022 or an event of default. The 2020 Notes accrue interest at a rate equal to 2.0% above the Wall Street Journal Prime Rate. The Company may prepay the 2020 Notes prior to April 17, 2022 only with the consent of the Majority Holders. In the event that the Company issued and sold shares of its convertible preferred stock to investors with total proceeds of not less than $30.0 million (excluding the conversion of the 2020 Notes or other convertible securities issued for capital raising purposes) (a “Qualified Financing”), then the outstanding principal amount of the 2020 Notes and any unpaid accrued interest should automatically convert into the same class and series of convertible preferred stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid for preferred stock in the Qualified Financing multiplied by either 85% if the conversion took place within 18 months of the Initial Closing, or 80% otherwise, and (ii) $13.20 per share. In the event the Company sold shares of convertible preferred stock in a transaction that did not constitute a Qualified Financing (a “Non-Qualified Financing”), then the Majority Holders would have the option to treat such Non-Qualified Financing as a Qualified Financing; provided, that, the Majority Holders might not elect to convert the 2020 Notes held by any Significant Holder in the Non-Qualified Financing without such Significant Holder’s consent unless such Non-Qualified Financing (a) was led by an investor who was not currently a stockholder of the Company and (ii) raised at least $10.0 million in total proceeds from investors who were not currently stockholders of the Company. A Significant Holder was a holder of the 2020 Notes equal to or greater than $20 million. If there was an event of default, then the conversion of the 2020 Notes would be at a conversion price equal to the lesser of: a. the price per share paid for convertible preferred stock by the Investors in the Non-Qualified Financing multiplied by 75% , and b. the Series G-1 convertible preferred stock conversion price of $13.20 per share multiplied by 75%. Upon an initial public offering which resulted in net proceeds of not less than $30.0 million (a “Qualified IPO”), the outstanding 2020 Notes and any unpaid accrued interest should automatically convert in whole into shares of the Company’s common stock at a conversion price equal to the lesser of (i) price per share paid for common stock in the Qualified IPO multiplied by either 85% if the conversion took place within 18 months of the Initial Closing, or 80% otherwise, and (ii) $13.20 per share. Upon an initial public offering that did not constitute a Qualified IPO (a “Non-Qualified IPO”), the Majority Holders should have the option to treat such Non-Qualified IPO as a Qualified IPO; provided that if there was an event of default, conversion of the 2020 Notes would be at a conversion price equal to the lesser of: a. the price per share paid for common stock in the Non-Qualified IPO multiplied by 75%, and b. the Series G- 1 convertible preferred stock conversion price of $13.20 per share multiplied by 75%. At any other time upon the election of the Majority Holders or a Significant Holder, the outstanding principal amount of the 2020 Notes and any unpaid accrued interest would convert in whole into the Company’s Series G-1 convertible preferred stock at the Series G-1 convertible preferred stock conversion price of $13.20 per share. If there was an event of default prior to selection of such option, the 2020 Notes would be converted at a conversion price equal to the Series G-1 convertible preferred stock conversion price of $13.20 per share multiplied by 75%. Upon any event of default, the Majority Holders could, at written notice to the Company, declare the principal and unpaid accrued interest under the 2020 Notes immediately due and payable. The 2020 Notes included embedded derivatives that are required to be bifurcated from the 2020 Notes and accounted for separately as a single, compound embedded derivative instrument under ASC 815, Derivatives (“2020 Notes derivative liability”). The Company determined that the share settled redemption in the case of a financing or an IPO discussed above represented an embedded derivative that was not clearly and closely related to the debt host and had accounted for these settlement alternatives as separate embedded derivative liability. The fair value of the 2020 derivative liability of $3.9 million was recorded on the issuance date of the 2020 Notes resulting in a debt discount, which was reported as a direct deduction from the face amount of the 2020 Notes. The 2020 derivative liability was remeasured to its fair value at the end of each reporting period and any change in fair value was recognized in other income (expense), net in the statements of operations and comprehensive loss (Note 4). The change in fair value of $3.9 million during the year ended December 31, 2020 was recorded as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. Upon the closing of the IPO in October 2020, the 2020 Notes converted pursuant to a qualified initial public offering. As a result, the Company concluded that the 2020 Notes derivative had no value upon the closing of the IPO, because value of the notes with and without the such derivative was the same. At December 31, 2020, the Company retained the ability to draw up to an additional $33.0 million under the 2020 Notes Agreement until the maturity date in April 2022. The Company’s obligations with respect to the 2020 Notes are unsecured and subordinated to its obligations with respect to the CIBC Loan. The 2020 Notes have customary events of default. The Company incurred debt issuance costs of $0.1 million in connection with the 2020 Notes Agreement, which were reported on the balance sheet as a direct deduction from the face amount of the 2020 Notes. During the year ended December 31, 2020, the Company recorded interest expense of $1.6 million on the 2020 Notes, consisting of $0.8 million of contractual interest expense and $0.8 million amortization of debt discount and debt issuance costs. Before the conversion upon the IPO, the 2020 Notes had an annual effective interest rate of 12.33% per year. In connection with the closing of the IPO, the $33.0 million aggregate outstanding principal amount and $0.8 million accrued interest of the 2020 Notes converted into 2,561,484 shares of common stock at a conversion price of $13.20 per share. Contractual Maturities of Financing Obligations As of December 31, 2020, the aggregate future payments under the CIBC Loan and Credit Agreement (including interest payments) are as follows (in thousands): 2021 723 2022 17,146 2023 — 2024 — 2025 564 Total 18,433 Less: unamortized debt discount (196) Less: interest (869) Term loan, convertible notes, and credit agreement $ 17,368 |