v3.26.1
Long Term Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Long Term Debt Long Term Debt
CIBC Loan
In February 2020, the Company executed a Loan and Security Agreement with Canadian Imperial Bank of Commerce (“CIBC”), which the Company subsequently amended in April 2020 and December 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.
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.
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 and provided for principal repayment to begin in February 2023.
In October 2022, the Company entered into a Third Amendment to the Amended and Restated CIBC Agreement (the “Third Amendment”) with CIBC, which, among other things, extended the maturity date of the CIBC Loan to October 31, 2027; provided a commitment for a new $20.0 million tranche of term loans that may be drawn at the Company’s option through October 31, 2023, subject to the satisfaction of certain conditions; 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.
In February 2023, the Company drew $20.0 million of the Amended Tranche B.
In May 2024, as a result of satisfying certain conditions set forth in the Third Amendment, the Company extended the interest-only period of the CIBC Loan from 24 months to 36 months. There was no change to the loan interest rate, maturity date, or other terms of the loan.
In April 2025, the Company further amended the terms of the CIBC Loan (the “Fifth Amendment”) to extend the interest-only period through maturity, with full principal repayment due in October 2027. There was no change to the interest rate or the maturity date of the loan. The Fifth Amendment was accounted for as a debt modification. The Fifth Amendment contained a financial covenant requiring that, when cash and cash equivalents of the Company is less than $80.0 million, revenue for the trailing twelve-month period be at least 10.0% greater than the amount of revenue for the corresponding trailing twelve-month period in the prior year. Further, the Company was required to maintain unrestricted cash in an aggregate amount equal to the greater of $20.0 million and the absolute value of Adjusted EBITDA loss as defined in the Amended and Restated CIBC Agreement for the six-month period ending on any date of determination.
In January 2026, the Company further amended the terms of the CIBC Loan to 1) modify the Company’s obligations regarding cash such that the Company was required to maintain cash in an aggregate amount equal to or greater than (i) 1.25 multiplied by (ii) the then outstanding principal balance of the CIBC Loan and 2) require regular updates to CIBC on its efforts to refinance the CIBC Loan. In addition, CIBC agreed not to test one of the financial covenants as of December 31, 2025. The Company paid to CIBC an amendment fee of less than $0.1 million. As of December 31, 2025, the Company was in compliance with all other covenants contained in the Amended and Restated CIBC Agreement.
As of December 31, 2025, the CIBC Loan had an annual effective interest rate of 8.2% per year.
The CIBC Loan consisted of the following (in thousands):
December 31,
2025
Term loan
$37,000 
Less: debt issuance costs
(116)
Total
$36,884 
Reported as:
Short-term debt$— 
Long-term debt36,884 
Total term loan$36,884 
The Company paid $0.5 million fees to the lender and third parties which was reflected as a discount on the CIBC Loan and was being accreted over the life of the term loan using the effective interest method.
During the three months ended June 30, 2026 and June 30, 2025, the Company recorded interest expense related to debt discount and debt issuance costs of the CIBC Loan of $0 and less than $0.1 million, respectively. During the six months ended June 30, 2026 and June 30, 2025, the Company recorded interest expense related to debt discount and debt issuance costs of the CIBC Loan of less than $0.1 million and less than $0.1 million, respectively.
Interest expense on the CIBC Loan was $0 and $0.8 million during the three months ended June 30, 2026 and June 30, 2025, respectively. Interest expense on the CIBC Loan was $0.5 million and $1.6 million during the six months ended June 30, 2026 and June 30, 2025, respectively.
In March 2026, the Company repaid its entire obligation under the CIBC Loan amounting to $37.2 million, including principal of $37.0 million and interest of $0.2 million, using the proceeds from the Perceptive Loan (as defined below). The repayment of the obligation under the CIBC Loan was accounted for as a debt extinguishment
and the Company recorded a loss on extinguishment of $0.1 million included in interest expense on the condensed consolidated statements of operations and comprehensive loss.
Perceptive Loan
On March 2, 2026 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Perceptive 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 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 Perceptive Agreement in an aggregate principal amount of $40.0 million (the “Perceptive Loan”). The Loan Facility permits the Company to borrow up to an additional $20.0 million, in two additional equal tranches (the “Additional Loan Draws”). The first $10.0 million Additional Loan Draw 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 the last day of any fiscal quarter through, and including, the fiscal quarter ending September 30, 2027, and the second $10.0 million Additional Loan Draw 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 the 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 Perceptive 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.
On each interest payment date occurring on or prior to March 2, 2029, the Company has the option to pay interest as follows: 2.0% per annum paid-in-kind (“PIK”) by increasing the principal of the Perceptive Loan and the remaining interest payable paid in cash. For each payment date through June 30, 2026, the Company elected the PIK option, increasing the principal of the Perceptive Loan by $0.3 million.
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 each date when any outstanding principal under the Loan Facility is repaid or required to be repaid, the Company will be required to pay an exit fee equal to 1.50% of such principal amount.
The Company’s obligations under the Perceptive 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. The Loan Facility is collateralized by substantially all of the Company’s and subsidiary guarantors’ assets, subject to customary exceptions. The Perceptive Agreement contains certain representations and warranties, affirmative covenants, negative covenants, and events of default that are customarily required for similar financings. In addition, the Perceptive Agreement contains financial covenants requiring the Company to (i) at all times prior to the Maturity Date, maintain minimum unrestricted cash and certain types of marketable securities of at least $4.0 million and (ii) maintain minimum annual trailing consolidated revenue of the Company and its subsidiaries determined in accordance with U.S. GAAP, tested on a quarterly basis, starting from $85.0 million over a trailing 12-month period ending March 31, 2026, and increasing to $107.5 million for the trailing 12-month period ending December 31, 2030. The occurrence of an event of default under the Perceptive 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. As of June 30, 2026, the Company was in compliance with the covenants contained in the Perceptive Agreement.
The Company paid $1.6 million in fees to Perceptive and third parties which is reflected as a discount on the Perceptive Loan and is being accreted over the life of the loan using the effective interest method. Also, 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 (the “Initial Warrants”), and will issue warrants to purchase up to 500,000 shares of the Company’s common stock (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) if the Company borrows additional tranches of loan under the Perceptive Agreement (the “Additional Warrants” and together with the “Initial Warrants”, the “Warrants”, see Note 7 and 11, respectively). The Initial Warrants are classified as a component of permanent equity and the Additional Warrants classified as liabilities on the Company's condensed consolidated balance sheets. The Warrants had a fair value of $1.4 million as of the issuance date, which was accounted for as debt discount. The Warrants, regardless of issuance date, have an expiration date of March 2, 2033, may be exercised on a cashless or “net” basis, and will be automatically exercised, on a cashless basis, prior to their expiration if the value of the shares underlying the Warrants is greater than the then-applicable exercise price.
As of June 30, 2026, the Perceptive Loan had an annual effective interest rate of 13.9% per year.
The Perceptive Loan consisted of the following (in thousands):
June 30,
2026
Term loan
$40,269 
Less: debt issuance costs
(2,893)
Total
$37,376 
Reported as:
Short-term debt$— 
Long-term debt37,376 
Total term loan$37,376 
Interest expense on the Perceptive Loan was $1.2 million and $1.6 million during the three and six months ended June 30, 2026, respectively, including interest expense related to debt discount and debt issuance costs of the Perceptive Loan of $0.1 million and $0.1 million, respectively.
Swiss COVID-19 Credit Agreement
In May 2020, Pulmonx International Sàrl, a wholly owned subsidiary of the Company, received 0.5 million Swiss Francs ($0.5 million U.S. dollar equivalent) from a COVID-19 Credit Agreement under a Swiss Federal Government program. The COVID-19 Credit Agreement currently 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. Interest expense was immaterial during the three and six months ended June 30, 2026 and June 30, 2025. As of June 30, 2026, Pulmonx International Sàrl has repaid 0.4 million Swiss Francs to the lender.
Contractual Maturities of Financing Obligations
As of June 30, 2026, the aggregate future payments under the Perceptive Agreement and Swiss COVID-19 Credit Agreement (including interest payments) are as follows (in thousands):
Fiscal Year Ending December 31, Amount
2026 (remaining six months)$1,862 
20273,747 
20283,728 
20294,492 
20304,633 
Thereafter43,881 
Total62,343 
Less: unamortized debt discount(2,893)
Less: interest(19,082)
Less: PIK interest(2,237)
Less: exit fee(600)
 Term loan and credit agreement
$37,531