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 David A. Lehman
 General Counsel Telephone:
650.934.2604 Dlehman@Pulmonx.com
 Admitted to Practice: New York
 Registered In-House Counsel: California
 November 24, 2025 
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. 
 Washington, D.C. 20549

 RE:
 Pulmonx Corporation
 Registration Statement on Form S-3 
 File No. 333-290560
 Ladies and Gentlemen:
 Pulmonx Corporation (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the
“ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on November 25, 2025, at 4:00 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such
request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with
John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

 Very truly yours,

 PULMONX CORPORATION

 By:

 /s/ David Lehman

 Name:

 David Lehman

 Title:

 General Counsel
 cc: John T. McKenna, Cooley LLP
 700 Chesapeake Drive /
Redwood City / California 94063 / Tel: (650) 364-0400 / Fax: (650) 364-0403 / www.pulmonx.com

November 18, 2025
Steven Williamson
President and Chief Executive Officer
Pulmonx Corp
700 Chesapeake Drive
Redwood City, CA 94063
Re:Pulmonx Corp
Registration Statement on Form S-3
Filed September 26, 2026
File No. 333-290560
Dear Steven Williamson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:John McKenna

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PULMONX CORPORATION

700 Chesapeake Drive

Redwood City, California 94063

November 10, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Pulmonx Corporation

 Registration Statement on Form S-3

 File No. 333-268130

 Acceleration Request

    Requested Date:    November 15, 2022

    Requested Time:     4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulmonx Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern Time, on November 15, 2022, or as soon thereafter as practicable, or at such other time as the Company or its counsel, Cooley LLP, may request by telephone to the staff of the Commission. The Company hereby authorizes each of Seth Gottlieb and Justin Kisner of Cooley LLP, counsel to the Company, to make such a request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Seth Gottlieb at (650) 843-6864, or in his absence, Justin Kisner at (650) 843-5080.

[Signature page follows]

Very truly yours,

Pulmonx Corporation

/s/ Derrick Sung, Ph.D.

By: Derrick Sung, Ph.D.

Title: Chief Financial Officer

cc:  David Lehman, Pulmonx Corporation

  Seth Gottlieb, Cooley LLP

  Justin Kisner, Cooley LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 9, 2022
Glendon E. French
President and Chief Executive Officer
Pulmonx Corporation
700 Chesapeake Drive
Redwood City, CA 94063
Re:Pulmonx Corporation
Registration Statement on Form S-3
Filed November 3, 2022
File No. 333-268130
Dear Glendon E. French:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Mark Weeks

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September 28, 2020

Attn: Al Pavot, Ada Sarmento, Joseph McCann

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:      Pulmonx Corporation

Registration Statement on Form S-1 (as amended) (SEC File No. 333-248635)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Pulmonx Corporation (the “Registrant”) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York City time, on September 30, 2020, or as soon thereafter as practicable, or at such later time as the Registrant or its outside counsel, Cooley LLP, may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,884 copies of the Preliminary Prospectus dated September 24, 2020 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

BOFA SECURITIES, INC.

Morgan Stanley & Co. LLC

As Representatives of the several underwriters

[SIGNATURE PAGES FOLLOW]

BOFA SECURITIES, INC.

By:  /s/ Michael Liloia

 Name: Michael Liloia

 Title: Director

MORGAN STANLEY & CO. LLC

By:  /s/ Chris Rigoli

 Name: Chris Rigoli

 Title: Vice President

As representatives of the several underwriters.

cc: Ilir Mujalovic, Partner, Shearman & Sterling LLP

[Signature Page to Acceleration Request Letter]

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Pulmonx Corporation

700 Chesapeake Drive

Redwood City, CA 94063

September 28, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C., 20549

Attn:

Al Pavot

Ada Sarmento

Joseph McCann

RE:      Pulmonx Corporation

Registration Statement on Form S-1

File No. 333-248635

Ladies and Gentlemen:

Pulmonx Corporation (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, September 30, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Seth J. Gottlieb and Sepideh Mousakhani of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Seth J. Gottlieb of Cooley LLP, counsel to the Registrant, at (650) 843-5864, or in his absence, Sepideh Mousakhani at (650) 849-7009.

[Signature Page Follows]

Very truly yours,

PULMONX CORPORATION

By:

 /s/ Glendon E. French

Name:    Glendon E. French

Title:      Chief Executive Officer

cc:         Glendon E. French, Pulmonx Corporation

Mark B. Weeks, Cooley LLP

Seth J. Gottlieb, Cooley LLP

Sepideh Mousakhani, Cooley LLP

Ilir Mujalovic, Shearman & Sterling LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

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.

 FirstName LastNameGlendon E. French
 Comapany NamePulmonx Corporation
 September 18, 2020 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Weeks, Esq.

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Mark B. Weeks

T: +1 650 843 5011

mweeks@cooley.com

 VIA EDGAR AND COURIER

September 21, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C., 20549

Attn:

Al Pavot

Ada Sarmento

Joseph McCann

Re: Pulmonx Corporation

 Registration Statement on Form S-1

 Filed September 4, 2020

 File No. 333-248635

Ladies and Gentlemen

On behalf of Pulmonx Corporation (the “Company”), we are providing this response letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated September 18, 2020 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1, as filed with the Staff on September 4, 2020 (the “Registration Statement”).

The Company intends to subsequently file Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) on September 23, 2020, which will reflect changes made in response to the Comments contained in the Comment Letter and certain other changes. We are also sending the Staff a copy of this response letter, which contains the changes that will be made to the Registration Statement in response to the Comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the Comments contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this response letter but not otherwise defined in this response letter shall have the meanings set forth in the Registration Statement.

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

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

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United States Securities and Exchange Commission

September 21, 2020

Page 2

revise the penultimate bullet point on page 5 to clarify that COVID-19 has in fact had an adverse effect on your business.

In response to the Staff’s comment, the Company respectfully advises the Staff that it will include the language below in the Summary of the Amended Registration Statement, as well as on page 91 of the Amended Registration Statement.  The Company further respectfully advises the Staff that it will revise the sixth bullet point on page 7 of the Amended Registration Statement, as well as the disclosure beginning on page 19 of the Amended Registration Statement to clarify that COVID-19 has in fact had an adverse effect on its business.

Revised Language:

Impact of the COVID-19 Pandemic

Since it was reported to have surfaced in December 2019, a novel strain of coronavirus (COVID-19) has spread across the world and has been declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified and governments around the world, including in the United States, Europe and Asia, have implemented severe travel restrictions, social distancing requirements, quarantines, stay-at-home orders and other significant restrictions which have also resulted in delay of clinical trials and FDA operations. As a result, the current COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting our employees, including our sales force, hospitals, physicians, patients, communities and business operations, as well as contributing to significant volatility and negative pressure on the U.S. and world economy and in financial markets.

The COVID-19 pandemic has negatively impacted our business, financial condition and results of operations by decreasing and delaying substantially all procedures performed using our products, and we expect the pandemic to continue to negatively impact our business, financial condition and results of operations. Similar to the general trend in elective and other surgical procedures, the number of procedures performed using our products has decreased substantially as healthcare organizations across the globe have prioritized the treatment of patients with COVID-19 or have altered their operations to prepare for and respond to the pandemic. For example, in the United States, governmental authorities have recommended, and, in certain cases, required, that elective, specialty and other procedures and appointments be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19 patients.

In response to the COVID-19 pandemic, we have implemented a variety of measures intended to help us manage through its impact and position us to resume operations quickly and efficiently once these restrictions are lifted. These measures include:

•Establishing safety protocols, facility enhancements, and work-from-home strategies to protect our employees;

•Ensuring that our manufacturing and supply chain operations remain intact and operational, and building over four months of inventory;

•Keeping our workforce intact and continuing to build our team, including expansion of our U.S. sales force from 32 representatives at the end of December 2019 to 42 representatives at the end of June 2020;

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

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United States Securities and Exchange Commission

September 21, 2020

Page 3

•Continuing to focus on new account openings and implementing virtual physician and sales force training programs;

•Accelerating our physician education programs and direct-to-patient marketing efforts through social media or other virtual forums;

•Temporarily cutting over $2 million in discretionary spending in the second quarter of 2020;

•Increasing our capital base by $33.0 million through a convertible debt offering with existing and new investors in April 2020; and

•Continuing to invest in research and development activities in order to advance our AeriSeal clinical programs.

The COVID-19 pandemic has also negatively impacted the number of procedures using the Zephyr Valve as hospitals focus on COVID-19 and as patients postpone healthcare visits and treatments. Specifically, beginning in the second half of March, substantially all procedures using our products were postponed or cancelled as COVID-19 spread to the various regions across the globe where we conduct our business and sell our products. Unit volumes for our Zephyr Valves sold declined by over 54% for the three months ended June 30, 2020 compared to the three month period ended March 31, 2020, reaching a monthly low in April. However, beginning in May, we began to see signs of a recovery in our business, and by September 11, 2020 the total number of Zephyr Valves sold in the third quarter of 2020 through that date was approximately the same as the total number of Zephyr Valves sold during the three months ended March 31, 2020.

Although no assurance can be given that this trend will continue, we are encouraged by the signs of recovery of our business in the third quarter of 2020, and we believe the following key indicators are contributing to the stabilization of our business:

•Continued opening of new accounts;

•Strong physician participation in virtual trainings;

•A strong patient pipeline evidenced by an increase in StratX report activity near to pre-COVID-19 levels, a rebound in patient calls into hospitals inquiring about our procedure, and a resumption of patient calls to our reimbursement support service; and

•Hospitals and centers beginning to accept patients for elective procedures.

Despite the encouraging signs of recovery of our business, we believe the measures and challenges resulting from COVID-19 will likely continue for the duration of the pandemic, which is uncertain, and will continue to significantly reduce our revenue and negatively impact our business, financial condition and results of operations while the pandemic continues. As a result, we cannot assure you that our recent increase in the Zephyr Valves sold are indicative of future results or that we will not experience additional negative impacts associated with COVID-19, which could be significant. In particular, we believe the reduction in the backlog of patients who have cancelled or postponed their procedures in the second quarter of 2020 is significantly contributing to the number of procedures and Zephyr Valves sold in the third quarter of 2020 as hospitals and centers are beginning to accept patients for elective procedures. However, the

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United States Securities and Exchange Commission

September 21, 2020

Page 4

number of Zephyr Valves sold in the future may decrease as the backlog of patients who have cancelled or postponed their procedures due to the pandemic is reduced. The COVID-19 pandemic has negatively impacted our business, financial condition and results of operations by significantly decreasing and delaying the number of procedures performed using our products, and we expect the pandemic to continue to negatively impact our business, financial condition and results of operations. Further, once the pandemic subsides, there may be a substantial backlog of patients seeking appointments with physicians and surgeries to be performed at hospitals relating to a variety of medical conditions, and as a result, patients seeking treatment with Zephyr Valves may have to navigate limited provider capacity. We believe this limited provider and hospital capacity could have a significant adverse effect on our business, financial condition and results of operations following the end of the pandemic. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

Our consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. See “Risk Factors—Risks Related to Our Business and Strategy—A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect our 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.

In response to the Staff’s comment, the Company respectfully advises the Staff that on September 10, 2020, the Company’s counsel provided the Staff with a copy of the PowerPoint presentation used in meetings from August 31 through September 4 with qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act and on September 21, 2020, the Company’s counsel provided the Staff with a copy of the PowerPoint presentation (together with the PowerPoint presentation provided on September 10, 2020, the “Prior Supplemental Materials”) used in meetings on September 18 with qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act. The Company will provide copies of any and all written communications, as defined in Rule 405 under the Securities Act, including the Prior Supplemental Materials, that the Company, or anyone authorized to do so on its behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act.

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.

In response to the Staff’s comment, the Company respectfully advises the Staff that it will include the language below on page 114 of the Amended Registration Statement, which also gives effect to an anticipated 10:1 reverse stock split to be effected on September 22, 2020. The Company

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United States Securities and Exchange Commission

September 21, 2020

Page 5

respectfully advises the Staff that it has determined that with respect to the stock options granted subsequent to June 30, 2020 on July 31, 2020 and August 28, 2020, and any other stock options that may be granted prior to the Company’s initial public offering (the “IPO”), the Company will use the mid-point of the bona fide price range to the public to be set forth on the cover page of the Amended Registration Statement as the deemed fair value per share of common stock when calculating the amount of unrecognized compensation costs for those stock options. This determination is based on the assumption that the IPO is completed in September 2020.

Revised Language

As of December 31, 2019, there was $1.9 million of unrecognized compensation costs related to non-vested common stock options, expected to be recognized over a weighted-average period of 2.29 years. As of June 30, 2020, there was $1.7 million of unrecognized compensation costs related to non-vested common stock options, expected to be recognized over a weighted-average period of 2.1 years.  Subsequent to June 30, 2020, we granted options for 834,871 shares of common stock, subject to service-based vesting conditions, with a weighted-average exercise price of $2.19 per share to employees, for which we expect to record approximately $10.9 million of compensation costs related to non-vested common stock options over a weighted-average period of 3.94 years. The deemed fair value of our common stock underlying these 834,871 shares and the related unrecognized compensation costs were calculated based on the midpoint of the price range set forth on the cover page of this prospectus.

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.

In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will delete the disclosure of the post hoc analysis of LIBERATE Data on page 138 of the Amended Registration Statement.

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September 21, 2020

Page 6

The Company respectfully requests the Staff’s assistance in completing the review of this response letter. Please contact me at (650) 843-5011 with any questions regarding the Company’s responses to the Staff’s Comment or if you require further information. Thank you in advance for your attention to this matter.

Sincerely,

/s/ Mark B. Weeks

Mark B. Weeks

cc: Glendon E. French, Pulmonx Corporation

 Seth Gottlieb, Cooley LLP

 Sepideh Mousakhani, Cooley LLP

 Ilir Mujalovic, Shearman