|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
84-4618156
(I.R.S. Employer Identification Number) |
|
|
Carl P. Marcellino, Esq.
Paul D. Tropp, Esq. Rachel D. Phillips, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Telephone: (212) 596-9000 |
| |
Michael L. Fantozzi, Esq.
John P. Condon, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 Telephone: (617) 542-6000 |
| |
Jonathan M. Rothberg, Ph.D.
Chairman of the Board of Directors Butterfly Network, Inc. 530 Old Whitfield Street Guilford, Connecticut 06437 Telephone: (203) 689-5650 |
|
| ☐ Large accelerated filer | | | ☐ Accelerated filer | |
| ☒ Non-accelerated filer | | | ☒ Smaller reporting company | |
| | | | ☒ Emerging growth company | |
|
☐ Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer) |
| |
☐ Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer) |
|
| | ||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered |
| | |
Proposed
Maximum Offering Price Per Share |
| | |
Proposed
Maximum Aggregate Offering Price |
| | |
Amount of
Registration Fee |
|
Class A common stock, par value $0.0001 per share
|
| | |
107,702,143(1)
|
| | |
$9.83-$20.10(2)
|
| | |
$1,219,817,300(2)
|
| | |
$133,082
|
|
Class B common stock, par value $0.0001 per share
|
| | |
26,426,937(3)
|
| | |
$9.83(4)
|
| | |
$259,776,791(4)
|
| | |
$28,342
|
|
Class A common stock, par value $0.0001 per share
|
| | |
26,426,937(5)
|
| | |
—
|
| | |
—
|
| | |
—(6)
|
|
Total
|
| | | | | | | | | | |
$1,479,594,091
|
| | |
$161,424(7)
|
|
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| | | | | 298 | | | |
| | | | | 299 | | | |
| | | | | 300 | | | |
| | | | | 300 | | | |
| | | | | 302 | | | |
| | | | | 303 | | | |
| | | | | 304 | | | |
| | | | | F-1 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-17 | | | |
| | | | | F-18 | | | |
| | | | | F-19 | | | |
| | | | | F-20 | | | |
| | | | | F-35 | | | |
| | | | | F-36 | | | |
| | | | | F-37 | | | |
| | | | | F-38 | | | |
| | | | | F-61 | | | |
| | | | | F-62 | | | |
| | | | | F-63 | | | |
| | | | | F-64 | | |
| | |
Assuming
No Redemptions of Public Shares |
| |
Percentage
|
| |
Assuming
Maximum Redemptions of Public Shares |
| |
Percentage
|
| ||||||||||||
Butterfly stockholders
|
| | | | 118,401,695 | | | | | | 63% | | | | | | 118,401,695 | | | | | | 77% | | |
Public Stockholders
|
| | | | 41,400,000 | | | | | | 22% | | | | | | —(1) | | | | | | — | | |
PIPE Investors
|
| | | | 17,500,000 | | | | | | 9% | | | | | | 17,500,000 | | | | | | 11% | | |
Forward Purchasers
|
| | | | — | | | | | | — | | | | | | 7,500,000 | | | | | | 5% | | |
Initial Stockholders
|
| | | | 10,350,000 | | | | | | 6% | | | | | | 10,350,000 | | | | | | 7% | | |
| | | | | 187,651,695 | | | | | | 100% | | | | | | 153,751,695 | | | | | | 100% | | |
| | |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Entities controlled by Jonathan M. Rothberg, Ph.D.
|
| | | | 76.6% | | | | | | 80.6% | | |
Other Butterfly Stockholders
|
| | | | 13.3% | | | | | | 14.0% | | |
Public Stockholders
|
| | | | 6.0% | | | | | | — | | |
PIPE Investors
|
| | | | 2.5% | | | | | | 2.7% | | |
Forward Purchasers
|
| | | | — | | | | | | 1.1% | | |
Initial Stockholders
|
| | | | 1.5% | | | | | | 1.6% | | |
Total
|
| | | | 100% | | | | | | 100% | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
Butterfly Rollover Equity
|
| | | $ | 1,293.8(1) | | | | | $ | 1,293.8(1) | | |
Proceeds from Trust Account
|
| | | | 414.0 | | | | | | — | | |
Forward Purchase
|
| | | | — | | | | | | 75.0 | | |
PIPE Investors
|
| | | | 175.0 | | | | | | 175.0 | | |
Total Sources
|
| | | $ | 1,882.8 | | | | | $ | 1,543.8 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 1,293.8 | | | | | $ | 1,293.8 | | |
Cash to Balance Sheet
|
| | | | 544.6 | | | | | | 205.6 | | |
Estimated Transaction Costs
|
| | | | 40.0 | | | | | | 40.0 | | |
Payment of Loan Payable
|
| | | | 4.4(2) | | | | | | 4.4(2) | | |
Total Uses
|
| | | $ | 1,882.8 | | | | | $ | 1,543.8 | | |
Statement of Operations Data:
|
| |
Three Months
Ended September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (inception) to September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (Inception) Through February 12, 2020 |
| |||||||||
Formation and operating costs
|
| | | $ | 462,905 | | | | | $ | 584,134 | | | | | $ | 1,000 | | |
Net loss
|
| | | $ | (327,036) | | | | | $ | (391,135) | | | | | $ | (1,000) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 41,400,000 | | | | | | 40,617,323 | | | | | | 0 | | |
Basic and diluted income per share, Class A
|
| | | $ | 0.00 | | | | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding of Class B non-redeemable common stock(1)
|
| | | | 10,350,000 | | | | | | 10,350,000 | | | | | | 9,000,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.03) | | | | | $ | (0.04) | | | | | $ | (0.04) | | |
Condensed Balance Sheet Data (at period end)
|
| |
September 30, 2020
(unaudited) |
| |
February 12, 2020
|
| ||||||
Total Assets
|
| | | $ | 415,221,855 | | | | | $ | 95,303 | | |
Total Liabilities
|
| | | $ | 14,799,842 | | | | | $ | 71,303 | | |
Class A common stock, $0.0001 par value (excluding 39,542,201 shares subject to possible redemption at September 30, 2020)
|
| | | | 186 | | | | | | — | | |
Class A common stock, $0.0001 par value (including 39,542,201 shares subject to possible redemption at September 30, 2020)
|
| | | $ | 395,422,010 | | | | | $ | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding
|
| | | | 1,035 | | | | | | 1,035 | | |
Total Stockholders’ Equity
|
| | | $ | 5,000,003 | | | | | $ | 24,000 | | |
|
Cash Flow Data
|
| |
Period from
February 4, 2020 (inception) to September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (Inception) Through February 12, 2020 |
| ||||||
Net cash used in operating activities
|
| | | $ | (544,046) | | | | | $ | — | | |
Net cash used in investing activities
|
| | | $ | (414,000,000) | | | | | $ | — | | |
Net cash provided by financing activities
|
| | | $ | 415,303,148 | | | | | $ | 20,000 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenue | | | | $ | 30,597 | | | | | $ | 16,846 | | | | | $ | 27,583 | | | | | $ | 1,526 | | |
Cost of revenue
|
| | | | 100,519 | | | | | | 23,639 | | | | | | 48,478 | | | | | | 2,255 | | |
Total operating expenses
|
| | | | 69,486 | | | | | | 54,973 | | | | | | 81,401 | | | | | | 52,357 | | |
Loss from operations
|
| | | | (139,408) | | | | | | (61,766) | | | | | | (102,296) | | | | | | (53,086) | | |
Non-operating income (expense)
|
| | | | (363) | | | | | | 2,305 | | | | | | 2,599 | | | | | | 2,321 | | |
Loss before income taxes
|
| | | | (139,771) | | | | | | (59,461) | | | | | | (99,697) | | | | | | (50,765) | | |
Provision for income taxes
|
| | | | 32 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (139,803) | | | | | | (59,461) | | | | | | (99,697) | | | | | | (50,765) | | |
| | |
As of September 30, 2020
|
| |
As of December 31,
|
| ||||||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| ||||||||||||
Cash and cash equivalents
|
| | | $ | 51,686 | | | | | $ | 90,002 | | | | | $ | 214,578 | | |
Total assets
|
| | | | 130,093 | | | | | | 165,137 | | | | | | 248,070 | | |
Total liabilities
|
| | | | 113,050 | | | | | | 16,478 | | | | | | 6,076 | | |
Convertible preferred stock
|
| | | | 360,937 | | | | | | 360,937 | | | | | | 360,937 | | |
Total stockholders' deficit
|
| | | | (343,894) | | | | | | (212,278) | | | | | | (118,943) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
Longview
|
| |
Butterfly
|
| |
No redemption
scenario |
| |
Maximum redemption
scenario |
| ||||||||||||
Statement of Operations Data – For the Nine Months Ended September 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | — | | | | | $ | 30,597 | | | | | $ | 30,597 | | | | | $ | 30,597 | | |
Cost of revenue
|
| | | | — | | | | | | 100,519 | | | | | | 100,519 | | | | | | 100,519 | | |
Total operating expenses
|
| | | | 584 | | | | | | 69,486 | | | | | | 74,362 | | | | | | 74,362 | | |
Loss from operations
|
| | | | (584) | | | | | | (139,408) | | | | | | (144,284) | | | | | | (144,284) | | |
Net loss
|
| | | | (391) | | | | | | (139,803) | | | | | | (144,261) | | | | | | (144,261) | | |
Basic and diluted net loss per share
|
| | | | 0.00 | | | | | | (24.09) | | | | | | (0.77) | | | | | | (0.94) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No redemption
scenario |
| |
Maximum redemption
scenario |
| ||||||||||||
Statement of Operations Data – For the Year Ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | — | | | | | $ | 27,583 | | | | | $ | 27,583 | | | | | $ | 27,583 | | |
Cost of revenue
|
| | | | — | | | | | | 48,478 | | | | | | 48,478 | | | | | | 48,478 | | |
Total operating expenses
|
| | | | — | | | | | | 81,401 | | | | | | 94,351 | | | | | | 94,351 | | |
Loss from operations
|
| | | | — | | | | | | (102,296) | | | | | | (115,246) | | | | | | (115,246) | | |
Net loss
|
| | | | — | | | | | | (99,697) | | | | | | (112,647) | | | | | | (112,647) | | |
Basic and diluted net loss per share
|
| | | | n/a | | | | | | (17.73) | | | | | | (0.60) | | | | | | (0.73) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands)
|
| |
Longview
|
| |
Butterfly
|
| |
No redemption
scenario |
| |
Maximum redemption
scenario |
| ||||||||||||
Balance Sheet Data – As of September 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | $ | 1,000 | | | | | $ | 72,794 | | | | | $ | 648,000 | | | | | $ | 308,778 | | |
Total assets
|
| | | | 415,222 | | | | | | 130,093 | | | | | | 705,299 | | | | | | 366,077 | | |
Total current liabilities
|
| | | | 310 | | | | | | 85,942 | | | | | | 86,252 | | | | | | 86,252 | | |
Total liabilities
|
| | | | 14,800 | | | | | | 113,050 | | | | | | 87,975 | | | | | | 87,975 | | |
Common stock, subject to possible redemption
|
| | | | 395,422 | | | | | | — | | | | | | — | | | | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 360,937 | | | | | | — | | | | | | — | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (343,894) | | | | | | 617,324 | | | | | | 278,102 | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No redemption
scenario |
| |
Maximum redemption
scenario |
| ||||||||||||
For the Nine Months ended September 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share – basic and diluted(1)
|
| | | $ | 2.69 | | | | | $ | (58.63) | | | | | $ | 3.29 | | | | | $ | 1.81 | | |
Net loss per share – basic and diluted(2)
|
| | | $ | — | | | | | $ | (24.09) | | | | | $ | (0.77) | | | | | $ | (0.94) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No redemption
scenario |
| |
Maximum redemption
scenario |
| ||||||||||||
For the Year Ended December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – basic and diluted(2)
|
| | | | n/a | | | | | $ | (17.73) | | | | | $ | (0.60) | | | | | $ | (0.73) | | |
| | |
Butterfly
|
| |
High Growth
Med-Tech(1) |
| |
Software-as-a-
Service(2) |
| |
Disruptive
Technologies(3) |
| ||||||||||||
EV/2022E Revenue
|
| | | | 10.6x | | | | | | 15.1x | | | | | | 13.4x | | | | | | 21.4x | | |
Revenue CAGR 2020 – 2022E
|
| | | | 77% | | | | | | 34% | | | | | | 27% | | | | | | 46% | | |
| | |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |||||||||||||||
Revenue ($ in millions)
|
| | | $ | 44.0 | | | | | $ | 78.1 | | | | | $ | 137.9 | | | | | $ | 235.2 | | | | | $ | 334.0 | | |
% Year over year revenue growth
|
| | | | 60% | | | | | | 77% | | | | | | 77% | | | | | | 71% | | | | | | 42% | | |
% gross margin
|
| | | | NM | | | | | | 43% | | | | | | 51% | | | | | | 60% | | | | | | 68% | | |
Contribution from wearables
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5% | | | | | | 10% | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
Butterfly Rollover Equity
|
| | | $ | 1,293.8(1) | | | | | $ | 1,293.8(1) | | |
Proceeds from Trust Account
|
| | | | 414.0 | | | | | | — | | |
Forward Purchase
|
| | | | — | | | | | | 75.0 | | |
PIPE Investors
|
| | | | 175.0 | | | | | | 175.0 | | |
Total Sources
|
| | | $ | 1,882.8 | | | | | $ | 1,543.8 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 1,293.8 | | | | | $ | 1,293.8 | | |
Cash to Balance Sheet
|
| | | | 544.6 | | | | | | 205.6 | | |
Estimated Transaction Costs
|
| | | | 40.0 | | | | | | 40.0 | | |
Payment of Loan Payable
|
| | | | 4.4(2) | | | | | | 4.4(2) | | |
Total Uses
|
| | | $ | 1,882.8 | | | | | $ | 1,543.8 | | |
|
Advisory Charter Amendment Proposal
|
| |
Longview Current
Charter/Bylaws |
| |
Proposed Charter/Bylaws
|
|
|
Advisory Proposal A – Changes in Share Capital
|
| | Under the Current Charter, Longview is currently authorized to issue 221,000,000 shares of capital stock, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. | | | Under the Proposed Charter, New Butterfly will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Butterfly Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Butterfly Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share. | |
|
Advisory Proposal B – Voting Rights of Common Stock
|
| | Under the Current Charter, the holders of Class A and Class B common stock are entitled to one vote for each such share on each matter properly submitted to Longview’s stockholders entitled to vote. | | | Under the Proposed Charter, holders of New Butterfly Class A common stock will be entitled to cast one vote per share of New Butterfly Class A common stock, while holders of New Butterfly Class B common stock will be entitled to cast 20 votes per share of New Butterfly Class B common stock. | |
|
Advisory Proposal C – Limiting the Ability to Act by Written Consent
|
| | Under the Current Charter, there is no limitation on any action required or permitted to be taken by the stockholders of Longview being effected by written consent of the stockholders. Under the Longview Bylaws, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent if such written | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Butterfly must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided, however, prior to the first date on which the issued and outstanding shares of New Butterfly Class B common stock | |
|
Advisory Charter Amendment Proposal
|
| |
Longview Current
Charter/Bylaws |
| |
Proposed Charter/Bylaws
|
|
| | | | consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | represent less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, any action required or permitted to be taken at any annual or special meeting of New Butterfly stockholders, may be taken by written consent if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted. | |
|
Advisory Proposal D – Required Vote to Amend the Charter
|
| | The Current Charter provides that the Current Charter may be amended in accordance with Delaware law; provided that, prior to an initial business combination, any amendment to the Current Charter that would alter or change the provisions relating to an initial business combination requires the affirmative vote of the holders of at least 65% of all common stock then outstanding. | | | Under the Proposed Charter, in addition to any vote required by Delaware law, (i) so long as any shares of New Butterfly Class B common stock remain outstanding, the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of New Butterfly Class B common stock, voting as a separate class, is required to amend the Proposed Charter (1) in a manner that changes any of the voting, conversion, dividend or liquidation provisions of the shares of New Butterfly Class B common stock or other rights, powers, preferences or privileges of the shares of Class B common stock, (2) to provide for each share of New Butterfly Class A common stock or any Preferred Stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Butterfly Class A common stock other than as provided by the Proposed Charter or required by the DGCL, or (3) to otherwise adversely impact the rights, powers, preferences or privileges of the shares of New Butterfly | |
|
Advisory Charter Amendment Proposal
|
| |
Longview Current
Charter/Bylaws |
| |
Proposed Charter/Bylaws
|
|
| | | | | | | Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Butterfly Class A common stock; and (ii) so long as any shares of New Butterfly Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of New Butterfly Class A common stock, voting as a separate class, is required to amend the Proposed Charter (1) in a manner that alters or changes the powers, preferences, or special rights of the shares of New Butterfly Class A common stock so as to affect them adversely; or (2) to provide for each share of New Butterfly Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Butterfly Class B common stock other than as provided by the Proposed Charter or required by the DGCL. | |
|
Advisory Proposal E – Required Vote to Amend the Bylaws
|
| | Under the Current Charter, the Longview Board is expressly authorized to adopt, alter, amend or repeal the Bylaws by the affirmative vote of a majority of the directors. The Bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least a majority of the voting power of all of the then outstanding shares of capital stock of Longview entitled to vote generally in the election of directors, voting together as a single class. | | | Under the Proposed Charter, the New Butterfly Board is expressly authorized to adopt, alter, amend or repeal the Bylaws by the affirmative vote of a majority of the directors. The Bylaws may also be amended (i) when outstanding Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the capital stock of New Butterfly or, prior to such time (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New Butterfly. | |
|
Advisory Charter Amendment Proposal
|
| |
Longview Current
Charter/Bylaws |
| |
Proposed Charter/Bylaws
|
|
|
Advisory Proposal F – Required Vote to Change Number of Directors
|
| | Under the Current Charter, the number of directors of Longview, other than those who may be elected by the holders of one or more series of the preferred stock voting separately by class or series, will be fixed from time to time exclusively by the Longview Board pursuant to a resolution adopted by a majority of the Longview Board. | | | Under the Proposed Charter, the number of directors will be fixed from time to time solely by the New Butterfly Board; provided that, prior to the first date that the outstanding Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, unless approved by the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New Butterfly, the number of directors shall not exceed nine (9). | |
| | |
Longview
(Historical) |
| |
Butterfly
(Historical) |
| |
Butterfly
Adjustments (Note 3) |
| |
Butterfly
(Adjusted) |
| |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| ||||||||||||||||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 759 | | | | | $ | 51,686 | | | | | $ | 29,350 | | | | | $ | 81,036 | | | | | $ | 544,856 | | | |
(a),(b)
|
| | | $ | 626,651 | | | | | $ | 205,634 | | | |
(a),(b)
|
| | | $ | 287,429 | | |
Accounts receivable, net
|
| | | | — | | | | | | 2,828 | | | | | | — | | | | | | 2,828 | | | | | | — | | | | | | | | | 2,828 | | | | | | — | | | | | | | | | 2,828 | | |
Inventories
|
| | |
|
—
|
| | | | | 14,942 | | | | | | — | | | | | | 14,942 | | | | | | — | | | | | | | | | 14,942 | | | | | | — | | | | | | | | | 14,942 | | |
Current portion of vendor
advances |
| | | | — | | | | | | 236 | | | | | | — | | | | | | 236 | | | | | | — | | | | | | | | | 236 | | | | | | — | | | | | | | | | 236 | | |
Prepaid expenses and other current assets
|
| | | | 241 | | | | | | 2,656 | | | | | | — | | | | | | 2,656 | | | | | | — | | | | | | | | | 2,897 | | | | | | — | | | | | | | | | 2,897 | | |
Due from related parties
|
| | | | — | | | | | | 446 | | | | | | — | | | | | | 446 | | | | | | — | | | | | | | | | 446 | | | | | | — | | | | | | | | | 446 | | |
Total current assets
|
| | | | 1,000 | | | | | | 72,794 | | | | | | 29,350 | | | | | | 102,144 | | | | | | 544,856 | | | | | | | | | 648,000 | | | | | | 205,634 | | | | | | | | | 308,778 | | |
Property and equipment, net
|
| | | | — | | | | | | 6,881 | | | | | | — | | | | | | 6,881 | | | | | | — | | | | | | | | | 6,881 | | | | | | — | | | | | | | | | 6,881 | | |
Investments held in Trust
Account |
| | | | 414,222 | | | | | | — | | | | | | — | | | | | | — | | | | | | (414,222) | | | |
(c)
|
| | | | — | | | | | | (414,222) | | | |
(c)
|
| | | | — | | |
Security deposits and non-current portion of vendor advances
|
| | | | — | | | | | | 48,837 | | | | | | — | | | | | | 48,837 | | | | | | — | | | | | | | | | 48,837 | | | | | | — | | | | | | | | | 48,837 | | |
Other assets – related party
|
| | | | — | | | | | | 1,581 | | | | | | — | | | | | | 1,581 | | | | | | — | | | | | | | | | 1,581 | | | | | | — | | | | | | | | | 1,581 | | |
Total assets
|
| | | $ | 415,222 | | | | | $ | 130,093 | | | | | $ | 29,350 | | | | | $ | 159,443 | | | | | $ | 130,634 | | | | | | | | $ | 705,299 | | | | | $ | (208,588) | | | | | | | | $ | 366,077 | | |
Liabilities, commitments and
contingencies and stockholders’ equity (deficit) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | — | | | | | | 8,330 | | | | | | — | | | | | | 8,330 | | | | | | — | | | | | | | | | 8,330 | | | | | | — | | | | | | | | | 8,330 | | |
Deferred revenue, current
|
| | | | — | | | | | | 5,350 | | | | | | — | | | | | | 5,350 | | | | | | — | | | | | | | | | 5,350 | | | | | | — | | | | | | | | | 5,350 | | |
Due to related parties
|
| | | | — | | | | | | 7 | | | | | | — | | | | | | 7 | | | | | | — | | | | | | | | | 7 | | | | | | — | | | | | | | | | 7 | | |
Accrued purchase commitments, current
|
| | | | — | | | | | | 63,376 | | | | | | — | | | | | | 63,376 | | | | | | — | | | | | | | | | 63,376 | | | | | | — | | | | | | | | | 63,376 | | |
Accrued expenses and other current liabilities
|
| | | | 310 | | | | | | 8,879 | | | | | | — | | | | | | 8,879 | | | | | | — | | | | | | | | | 9,189 | | | | | | — | | | | | | | | | 9,189 | | |
Total current liabilities
|
| | | | 310 | | | | | | 85,942 | | | | | | — | | | | | | 85,942 | | | | | | — | | | | | | | | | 86,252 | | | | | | — | | | | | | | | | 86,252 | | |
Deferred revenue, non-current
|
| | | | — | | | | | | 1,099 | | | | | | — | | | | | | 1,099 | | | | | | — | | | | | | | | | 1,099 | | | | | | — | | | | | | | | | 1,099 | | |
Convertible debt
|
| | | | — | | | | | | 21,019 | | | | | | 30,070 | | | | | | 51,089 | | | | | | (51,089) | | | |
(d)
|
| | | | — | | | | | | (51,089) | | | |
(d)
|
| | | | — | | |
Loan payable
|
| | | | — | | | | | | 4,366 | | | | | | — | | | | | | 4,366 | | | | | | (4,366) | | | |
(e)
|
| | | | — | | | | | | (4,366) | | | |
(e)
|
| | | | — | | |
Other non-current liabilities
|
| | | | — | | | | | | 624 | | | | | | — | | | | | | 624 | | | | | | — | | | | | | | | | 624 | | | | | | — | | | | | | | | | 624 | | |
Deferred underwriting fee payable
|
| | | | 14,490 | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,490) | | | |
(b)
|
| | | | — | | | | | | (14,490) | | | |
(b)
|
| | | | — | | |
Total liabilities
|
| | | | 14,800 | | | | | | 113,050 | | | | | | 30,070 | | | | | | 143,120 | | | | | | (69,945) | | | | | | | | | 87,975 | | | | | | (69,945) | | | | | | | | | 87,975 | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock, subject to possible redemption
|
| | | | 395,422 | | | | | | — | | | | | | — | | | | | | — | | | | | | (395,422) | | | |
(f)
|
| | | | — | | | | | | (395,422) | | | |
(f)
|
| | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 360,937 | | | | | | — | | | | | | 360,937 | | | | | | (360,937) | | | |
(f)
|
| | | | — | | | | | | (360,937) | | | |
(f)
|
| | | | — | | |
Stockholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | | | | | (1) | | | |
(f)
|
| | | | — | | | | | | (1) | | | |
(f)
|
| | | | — | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16 | | | |
(f)
|
| | | | 16 | | | | | | 12 | | | |
(f)
|
| | | | 12 | | |
Class B common stock
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | |
(f)
|
| | | | 3 | | | | | | 2 | | | |
(f)
|
| | | | 3 | | |
Additional paid-in capital
|
| | | | 5,390 | | | | | | 27,969 | | | | | | — | | | | | | 27,969 | | | | | | 968,230 | | | |
(f)
|
| | | | 1,001,589 | | | | | | 629,012 | | | |
(f)
|
| | | | 662,371 | | |
Accumulated deficit
|
| | | | (391) | | | | | | (371,864) | | | | | | (720) | | | | | | (372,584) | | | | | | (11,309) | | | |
(f)
|
| | | | (384,284) | | | | | | (11,309) | | | |
(f)
|
| | | | (384,284) | | |
Total stockholder’s equity
(deficit) |
| | | | 5,000 | | | | | | (343,894) | | | | | | (720) | | | | | | (344,614) | | | | | | 956,938 | | | | | | | | | 617,324 | | | | | | 617,716 | | | | | | | | | 278,102 | | |
Total liabilities, commitments and contingencies and stockholders’ equity (deficit)
|
| | | $ | 415,222 | | | | | $ | 130,093 | | | | | $ | 29,350 | | | | | $ | 159,443 | | | | | $ | 130,634 | | | | | | | | $ | 705,299 | | | | | $ | (208,588) | | | | | | | | $ | 366,077 | | |
|
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
Butterfly
(Historical) |
| |
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| ||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | $ | — | | | | | $ | 25,820 | | | | | $ | — | | | | | | | | $ | 25,820 | | | | | $ | — | | | | | | | | $ | 25,820 | | |
Subscription
|
| | | | — | | | | | | 4,777 | | | | | | — | | | | | | | | | 4,777 | | | | | | — | | | | | | | | | 4,777 | | |
Total revenue
|
| | | | — | | | | | | 30,597 | | | | | | — | | | | | | | | | 30,597 | | | | | | — | | | | | | | | | 30,597 | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | — | | | | | | 99,259 | | | | | | — | | | | | | | | | 99,259 | | | | | | — | | | | | | | | | 99,259 | | |
Subscription
|
| | | | — | | | | | | 1,260 | | | | | | — | | | | | | | | | 1,260 | | | | | | — | | | | | | | | | 1,260 | | |
Total cost of revenue
|
| | | | — | | | | | | 100,519 | | | | | | — | | | | | | | | | 100,519 | | | | | | — | | | | | | | | | 100,519 | | |
Gross margin
|
| | | | — | | | | | | (69,922) | | | | | | — | | | | | | | | | (69,922) | | | | | | — | | | | | | | | | (69,922) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and
development |
| | | | — | | | | | | 36,427 | | | | | | — | | | | | | | | | 36,427 | | | | | | — | | | | | | | | | 36,427 | | |
Sales and marketing
|
| | | | — | | | | | | 17,408 | | | | | | — | | | | | | | | | 17,408 | | | | | | — | | | | | | | | | 17,408 | | |
General and administrative
|
| | | | — | | | | | | 15,651 | | | | | | 4,292 | | | |
(g)
|
| | | | 19,943 | | | | | | 4,292 | | | |
(g)
|
| | | | 19,943 | | |
Formation and operational costs
|
| | | | 584 | | | | | | — | | | | | | — | | | | | | | | | 584 | | | | | | — | | | | | | | | | 584 | | |
Total operating expenses
|
| | |
|
584
|
| | | |
|
69,486
|
| | | |
|
4,292
|
| | | | | | |
|
74,362
|
| | | |
|
4,292
|
| | | | | | |
|
74,362
|
| |
Loss from operations
|
| | |
|
(584)
|
| | | |
|
(139,408)
|
| | | |
|
(4,292)
|
| | | | | | |
|
(144,284)
|
| | | |
|
(4,292)
|
| | | | | | |
|
(144,284)
|
| |
Interest income
|
| | | | — | | | | | | 238 | | | | | | | | | | | | | | | 238 | | | | | | — | | | | | | | | | 238 | | |
Interest expense
|
| | |
|
—
|
| | | | | (418) | | | | | | 418 | | | |
(h)
|
| | | | — | | | | | | 418 | | | |
(h)
|
| | | | — | | |
Interest earned on marketable securities
held in Trust Account |
| | | | 222 | | | | | | — | | | | | | (222) | | | |
(i)
|
| | | | — | | | | | | (222) | | | |
(i)
|
| | | | — | | |
Other income (expense), net
|
| | | | — | | | | | | (183) | | | | | | — | | | | | | | | | (183) | | | | | | — | | | | | | | | | (183) | | |
Loss before provision for income
taxes |
| | |
|
(362)
|
| | | |
|
(139,771)
|
| | | |
|
(4,096)
|
| | | | | | |
|
(144,229)
|
| | | |
|
(4,096)
|
| | | | | | |
|
(144,229)
|
| |
Provision for income taxes
|
| | | | 29 | | | | | | 32 | | | | | | (29) | | | |
(i)
|
| | | | 32 | | | | | | (29) | | | |
(i)
|
| | | | 32 | | |
Net loss
|
| | | $ | (391) | | | | | $ | (139,803) | | | | | $ | (4,067) | | | | | | | | $ | (144,261) | | | | | $ | (4,067) | | | | | | | | $ | (144,261) | | |
Net loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 40,617,323 | | | | | | 5,804,354 | | | | | | | | | |
(j)
|
| | | | 187,651,695 | | | | | | | | | |
(j)
|
| | | | 153,751,695 | | |
Basic and diluted net loss per
share |
| | | | 0.00 | | | | | | (24.09) | | | | | | | | | |
(j)
|
| | | | (0.77) | | | | | | | | | |
(j)
|
| | | | (0.94) | | |
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||
| | |
Longview
(Historical) |
| |
Butterfly
(Historical) |
| |
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Note 4
|
| |
Pro Forma
|
| ||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | $ | — | | | | | $ | 25,081 | | | | | $ | — | | | | | | | | $ | 25,081 | | | | | $ | — | | | | | | | | $ | 25,081 | | |
Subscription
|
| | | | — | | | | | | 2,502 | | | | | | — | | | | | | | | | 2,502 | | | | | | — | | | | | | | | | 2,502 | | |
Total revenue
|
| | | | — | | | | | | 27,583 | | | | | | — | | | | | | | | | 27,583 | | | | | | — | | | | | | | | | 27,583 | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | — | | | | | | 47,857 | | | | | | — | | | | | | | | | 47,857 | | | | | | — | | | | | | | | | 47,857 | | |
Subscription
|
| | | | — | | | | | | 621 | | | | | | — | | | | | | | | | 621 | | | | | | — | | | | | | | | | 621 | | |
Total cost of revenue
|
| | | | — | | | | | | 48,478 | | | | | | — | | | | | | | | | 48,478 | | | | | | — | | | | | | | | | 48,478 | | |
Gross margin
|
| | | | — | | | | | | (20,895) | | | | | | — | | | | | | | | | (20,895) | | | | | | — | | | | | | | | | (20,895) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | — | | | | | | 48,934 | | | | | | — | | | | | | | | | 48,934 | | | | | | — | | | | | | | | | 48,934 | | |
Sales and marketing
|
| | | | — | | | | | | 14,282 | | | | | | — | | | | | | | | | 14,282 | | | | | | — | | | | | | | | | 14,282 | | |
General and administrative
|
| | | | — | | | | | | 18,185 | | | | | | 12,950 | | | |
(g)
|
| | | | 31,135 | | | | | | 12,950 | | | |
(g)
|
| | | | 31,135 | | |
Total operating expenses
|
| | |
|
—
|
| | | |
|
81,401
|
| | | |
|
12,950
|
| | | | | | |
|
94,351
|
| | | |
|
12,950
|
| | | | | | |
|
94,351
|
| |
Loss from operations
|
| | |
|
—
|
| | | |
|
(102,296)
|
| | | |
|
(12,950)
|
| | | | | | |
|
(115,246)
|
| | | |
|
(12,950)
|
| | | | | | |
|
(115,246)
|
| |
Interest income
|
| | | | — | | | | | | 2,695 | | | | | | — | | | | | | | | | 2,695 | | | | | | — | | | | | | | | | 2,695 | | |
Other income (expense), net
|
| | | | — | | | | | | (96) | | | | | | — | | | | | | | | | (96) | | | | | | — | | | | | | | | | (96) | | |
Loss before provision for income
taxes |
| | |
|
—
|
| | | |
|
(99,697)
|
| | | |
|
(12,950)
|
| | | | | | |
|
(112,647)
|
| | | |
|
(12,950)
|
| | | | | | |
|
(112,647)
|
| |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net loss
|
| | | $ | — | | | | | $ | (99,697) | | | | | $ | (12,950) | | | | | | | | $ | (112,647) | | | | | $ | (12,950) | | | | | | | | $ | (112,647) | | |
Net loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, basic and diluted
|
| | | | n/a | | | | | | 5,622,752 | | | | | | | | | |
(j)
|
| | | | 187,651,695 | | | | | | | | | |
(j)
|
| | | | 153,751,695 | | |
Basic and diluted net loss per share
|
| | | | n/a | | | | | | (17.73) | | | | | | | | | |
(j)
|
| | | | (0.60) | | | | | | | | | |
(j)
|
| | | | (0.73) | | |
| | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| ||||||||||||||||||
Butterfly stockholders
|
| | | | 118,401,695 | | | | | | 63.10% | | | | | | 89.96% | | | | | | 118,401,695 | | | | | | 77.01% | | | | | | 94.61% | | |
Public Stockholders
|
| | | | 41,400,000 | | | | | | 22.06% | | | | | | 6.00% | | | | | | — | | | | | | 0.00% | | | | | | 0.00% | | |
Initial Stockholders
|
| | | | 10,350,000 | | | | | | 5.52% | | | | | | 1.50% | | | | | | 10,350,000 | | | | | | 6.73% | | | | | | 1.58% | | |
PIPE Investors
|
| | | | 17,500,000 | | | | | | 9.32% | | | | | | 2.54% | | | | | | 17,500,000 | | | | | | 11.38% | | | | | | 2.67% | | |
Forward Purchasers
|
| | | | — | | | | | | 0.00% | | | | | | 0.00% | | | | | | 7,500,000 | | | | | | 4.88% | | | | | | 1.14% | | |
Total
|
| | |
|
187,651,695
|
| | | |
|
100%
|
| | | |
|
100%
|
| | | |
|
153,751,695
|
| | | |
|
100%
|
| | | |
|
100%
|
| |
(in thousands)
|
| |
Note
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||
Longview cash held in Trust Account
|
| |
(1)
|
| | | | 414,222 | | | | | | 414,222 | | |
PIPE Financing
|
| |
(2)
|
| | | | 175,000 | | | | | | 175,000 | | |
Proceeds from Forward Purchase Agreement
|
| |
(3)
|
| | | | — | | | | | | 75,000 | | |
Payment to redeeming Public Stockholders
|
| |
(4)
|
| | | | — | | | | | | (414,222) | | |
Payment of deferred underwriting fees
|
| |
(5)
|
| | | | (14,490) | | | | | | (14,490) | | |
Payment of other transaction costs
|
| |
(6)
|
| | | | (25,510) | | | | | | (25,510) | | |
Payment of loan payable
|
| |
(7)
|
| | | | (4,366) | | | | | | (4,366) | | |
Excess cash to balance sheet from Business Combination
|
| | | | | | $ | 544,856 | | | | | $ | 205,634 | | |
Percentage of Public Shares Redeemed
(# of Public Shares Redeemed) |
| |
Number of Public
Shares Remaining After Redemption |
| |
Aggregate Number of
Shares to be Purchased by Forward Purchasers(1) |
| |
Aggregate Purchase
Price of Forward Purchase Shares (in thousands)(2) |
| |||||||||
80% (33,120,000)
|
| | | | 8,280,000 | | | | | | 0 | | | | | $ | 0 | | |
85% (35,190,000)
|
| | | | 6,210,000 | | | | | | 1,290,000 | | | | | $ | 12,900 | | |
90% (37,260,000)
|
| | | | 4,140,000 | | | | | | 3,360,000 | | | | | $ | 33,600 | | |
95% (39,330,000)
|
| | | | 2,070,000 | | | | | | 5,430,000 | | | | | $ | 54,300 | | |
100% (41,400,000)
|
| | | | 0 | | | | | | 7,500,000 | | | | | $ | 75,000 | | |
| | |
Number of Shares
|
| |
Par Value
|
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
(in thousands, except share amounts)
|
| |
Class A
common stock |
| |
Class B
common stock |
| |
Class A
common stock, subject to possible redemption |
| |
Class A
common stock |
| |
Class B
common stock |
| |
Class A
common stock, subject to possible redemption |
| |
Butterfly’s
convertible preferred stock and common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |||||||||||||||||||||||||||
Longview common stock as of September 30,2020 – pre Business Combination
|
| | | | 1,857,799 | | | | | | 10,350,000 | | | | | | 39,542,201 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 395,422 | | | | | $ | — | | | | | $ | 5,390 | | | | | $ | (391) | | |
Butterfly equity as of September 30,2020 – pre Business Combination, as adjusted
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 360,938 | | | | | | 27,969 | | | | | | (372,584) | | |
Pro forma adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of Longview’s redeemable shares to Class A common stock
|
| | | | 39,542,201 | | | | | | — | | | | | | (39,542,201) | | | | | | 4 | | | | | | — | | | | | | (395,422) | | | | | | — | | | | | | 395,418 | | | | | | — | | |
Initial Stockholders
|
| | | | 10,350,000 | | | | | | (10,350,000) | | | | | | — | | | | | | 1 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PIPE Investors
|
| | | | 17,500,000 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 174,998 | | | | | | — | | |
Butterfly stockholders
|
| | | | 91,974,758 | | | | | | 26,426,937 | | | | | | — | | | | | | 9 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 51,077 | | | | | | — | | |
Estimated transaction costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25,510) | | | | | | — | | |
One time equity compensation charge
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,700 | | | | | | (11,700) | | |
Elimination of historical accumulated deficit of Longview
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (391) | | | | | | 391 | | |
Elimination of historical Butterfly convertible preferred stock and common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (360,938) | | | | | | 360,938 | | | | | | — | | |
Total pro forma adjustments
|
| | | | 159,366,959 | | | | | | 16,076,937 | | | | | | (39,542,201) | | | | | | 16 | | | | | | 2 | | | | | | (395,422) | | | | | | (360,938) | | | | | | 968,230 | | | | | | (11,309) | | |
Post-Business Combination
|
| | | | 161,224,758 | | | | | | 26,426,937 | | | | | $ | — | | | | | $ | 16 | | | | | $ | 3 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,001,598 | | | | | | (384,284) | | |
|
| | |
Number of Shares
|
| |
Par Value
|
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
(in thousands, except share amounts)
|
| |
Class A
common stock |
| |
Class B
common stock |
| |
Class A
common stock, subject to possible redemption |
| |
Class A
common stock |
| |
Class B
common stock |
| |
Class A
common stock, subject to possible redemption |
| |
Butterfly’s
convertible preferred stock and common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |||||||||||||||||||||||||||
Longview equity as of September 30,2020 – pre Business Combination
|
| | | | 1,857,799 | | | | | | 10,350,000 | | | | | | 39,542,201 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 395,422 | | | | | $ | — | | | | | | 5,390 | | | | | $ | (391) | | |
Butterfly equity as of September 30,2020 – pre Business Combination, as adjusted
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 360,938 | | | | | | 27,969 | | | | | | (372,584) | | |
Pro forma adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of Longview’s redeemable
shares to Class A common stock |
| | | | 39,542,201 | | | | | | — | | | | | | (39,542,201) | | | | | | 4 | | | | | | — | | | | | | (395,422) | | | | | | — | | | | | | 395,418 | | | | | | — | | |
Less: Redemption of redeemable stock
|
| | | | (41,400,000) | | | | | | — | | | | | | — | | | | | | (4) | | | | | | — | | | | | | — | | | | | | — | | | | | | (414,218) | | | | | | — | | |
Initial Stockholders
|
| | | | 10,350,000 | | | | | | (10,350,000) | | | | | | — | | | | | | 1 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PIPE Investors
|
| | | | 17,500,000 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 174,998 | | | | | | — | | |
Forward Purchasers
|
| | | | 7,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,000 | | | | | | — | | |
Butterfly stockholders
|
| | | | 91,974,758 | | | | | | 26,426,937 | | | | | | — | | | | | | 9 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 51,077 | | | | | | — | | |
Estimated transaction costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25,510) | | | | | | — | | |
One time equity compensation charge
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,700 | | | | | | (11,700) | | |
Elimination of historical accumulated deficit of Longview
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (391) | | | | | | 391 | | |
Elimination of historical Butterfly
convertible preferred stock and common stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (360,938) | | | | | | 360,938 | | | | | | — | | |
Total pro forma adjustments
|
| | | | 125,466,959 | | | | | | 16,076,937 | | | | | | (39,542,201) | | | | | | 12 | | | | | | 2 | | | | | | (395,422) | | | | | | (360,938) | | | | | | 629,012 | | | | | | (11,309) | | |
Post-Business Combination
|
| | | | 127,324,758 | | | | | | 26,426,937 | | | | | | — | | | | | $ | 12 | | | | | $ | 3 | | | | | | — | | | | | $ | — | | | | | $ | 662,371 | | | | | $ | (384,284) | | |
|
Name
|
| |
Age
|
| |
Position
|
|
Larry Robbins | | |
51
|
| | Chairman | |
John Rodin | | |
45
|
| | Chief Executive Officer and Director | |
Mark Horowitz | | |
49
|
| | Chief Financial Officer | |
Westley Moore | | |
42
|
| | Director | |
Derek Cribbs | | |
49
|
| | Director | |
Randy Simpson | | |
51
|
| | Director | |
Statement of Operations Data:
|
| |
Three Months
Ended September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (inception) to September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (Inception) Through February 12, 2020 |
| |||||||||
Formation and operating costs
|
| | | $ | 462,905 | | | | | $ | 584,134 | | | | | $ | 1,000 | | |
Net loss
|
| | | $ | (327,036) | | | | | $ | (391,135) | | | | | $ | (1,000) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 41,400,000 | | | | | | 40,617,323 | | | | | | 0 | | |
Basic and diluted income per share, Class A
|
| | | $ | 0.00 | | | | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding of Class B non-redeemable common stock(1)
|
| | | | 10,350,000 | | | | | | 10,350,000 | | | | | | 9,000,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.03) | | | | | $ | (0.04) | | | | | $ | (0.04) | | |
Condensed Balance Sheet Data (at period end)
|
| |
September 30, 2020
(unaudited) |
| |
February 12, 2020
|
| ||||||
Total Assets
|
| | | $ | 415,221,855 | | | | | $ | 95,303 | | |
Total Liabilities
|
| | | $ | 14,799,842 | | | | | $ | 71,303 | | |
Class A common stock, $0.0001 par value (excluding 39,542,201 shares subject to possible redemption at September 30, 2020)
|
| | | | 186 | | | | | | — | | |
Class A common stock, $0.0001 par value (including 39,542,201 shares subject to possible redemption at September 30, 2020)
|
| | | $ | 395,422,010 | | | | | $ | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding
|
| | | | 1,035 | | | | | | 1,035 | | |
Total Stockholders’ Equity
|
| | | $ | 5,000,003 | | | | | $ | 24,000 | | |
|
Cash Flow Data
|
| |
Period from
February 4, 2020 (inception) to September 30, 2020 (unaudited) |
| |
Period from
February 4, 2020 (Inception) Through February 12, 2020 |
| ||||||
Net cash used in operating activities
|
| | | $ | (544,046) | | | | | $ | — | | |
Net cash used in investing activities
|
| | | $ | (414,000,000) | | | | | $ | — | | |
Net cash provided by financing activities
|
| | | $ | 415,303,148 | | | | | $ | 20,000 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenue
|
| | | $ | 30,597 | | | | | $ | 16,846 | | | | | $ | 27,583 | | | | | $ | 1,526 | | |
Cost of revenue
|
| | | | 100,519 | | | | | | 23,639 | | | | | | 48,478 | | | | | | 2,255 | | |
Total operating expenses
|
| | | | 69,486 | | | | | | 54,973 | | | | | | 81,401 | | | | | | 52,357 | | |
Loss from operations
|
| | | | (139,408) | | | | | | (61,766) | | | | | | (102,296) | | | | | | (53,086) | | |
Non-operating income (expense)
|
| | | | (363) | | | | | | 2,305 | | | | | | 2,599 | | | | | | 2,321 | | |
Loss before income taxes
|
| | | | (139,771) | | | | | | (59,461) | | | | | | (99,697) | | | | | | (50,765) | | |
Provision for income taxes
|
| | | | 32 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (139,803) | | | | | | (59,461) | | | | | | (99,697) | | | | | | (50,765) | | |
(in thousands)
|
| |
As of
September 30, 2020 |
| |
As of December 31,
|
| ||||||||||||
|
2019
|
| |
2018
|
| ||||||||||||||
Cash and cash equivalents
|
| | | $ | 51,686 | | | | | $ | 90,002 | | | | | $ | 214,578 | | |
Total assets
|
| | | | 130,093 | | | | | | 165,137 | | | | | | 248,070 | | |
Total liabilities
|
| | | | 113,050 | | | | | | 16,478 | | | | | | 6,076 | | |
Convertible preferred stock
|
| | | | 360,937 | | | | | | 360,937 | | | | | | 360,937 | | |
Total stockholders' deficit
|
| | | | (343,894) | | | | | | (212,278) | | | | | | (118,943) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
Longview
|
| |
Butterfly
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Statement of Operations Data – For the Nine Months Ended
September 30, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | — | | | | | $ | 30,597 | | | | | $ | 30,597 | | | | | $ | 30,597 | | |
Cost of revenue
|
| | | | — | | | | | | 100,519 | | | | | | 100,519 | | | | | | 100,519 | | |
Total operating expenses
|
| | | | 584 | | | | | | 69,486 | | | | | | 74,362 | | | | | | 74,362 | | |
Loss from operations
|
| | | | (584) | | | | | | (139,408) | | | | | | (144,284) | | | | | | (144,284) | | |
Net loss
|
| | | | (391) | | | | | | (139,803) | | | | | | (144,261) | | | | | | (144,261) | | |
Basic and diluted net loss per share
|
| | | | 0.00 | | | | | | (24.09) | | | | | | (0.77) | | | | | | (0.94) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Statement of Operations Data – For the Year Ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | — | | | | | $ | 27,583 | | | | | $ | 27,583 | | | | | $ | 27,583 | | |
Cost of revenue
|
| | | | — | | | | | | 48,478 | | | | | | 48,478 | | | | | | 48,478 | | |
Total operating expenses
|
| | | | — | | | | | | 81,401 | | | | | | 94,351 | | | | | | 94,351 | | |
Loss from operations
|
| | | | — | | | | | | (102,296) | | | | | | (115,246) | | | | | | (115,246) | | |
Net loss
|
| | | | — | | | | | | (99,697) | | | | | | (112,647) | | | | | | (112,647) | | |
Basic and diluted net loss per share
|
| | | | n/a | | | | | | (17.73) | | | | | | (0.60) | | | | | | (0.73) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands)
|
| |
Longview
|
| |
Butterfly
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Balance Sheet Data – As of September 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | $ | 1,000 | | | | | $ | 72,794 | | | | | $ | 648,000 | | | | | $ | 308,778 | | |
Total assets
|
| | | | 415,222 | | | | | | 130,093 | | | | | | 705,299 | | | | | | 366,077 | | |
Total current liabilities
|
| | | | 310 | | | | | | 85,942 | | | | | | 86,252 | | | | | | 86,252 | | |
Total liabilities
|
| | | | 14,800 | | | | | | 113,050 | | | | | | 87,975 | | | | | | 87,975 | | |
Common stock, subject to possible redemption
|
| | | | 395,422 | | | | | | — | | | | | | — | | | | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 360,937 | | | | | | — | | | | | | — | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (343,894) | | | | | | 617,324 | | | | | | 278,102 | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
For the Nine Months ended September 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share – basic and diluted(1)
|
| | | $ | 2.69 | | | | | $ | (58.63) | | | | | $ | (3.29) | | | | | $ | 1.81 | | |
Net loss per share – basic and diluted(2)
|
| | | $ | — | | | | | $ | (24.09) | | | | | $ | (0.77) | | | | | $ | (0.94) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
| | |
Longview
|
| |
Butterfly
|
| |
No
redemption scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
For the Year Ended December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – basic and diluted(2)
|
| | | | n/a | | | | | $ | (17.73) | | | | | $ | (0.60) | | | | | $ | (0.73) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Units fulfilled
|
| | | | 12,564 | | | | | | 7,928 | | | | | | 12,941 | | | | | | 782 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Subscription Mix
|
| | | | 15.6% | | | | | | 8.6% | | | | | | 9.1% | | | | | | 0.7% | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Net loss
|
| | | | (139,803) | | | | | | (59,461) | | | | | | (99,697) | | | | | | (50,765) | | |
Interest income
|
| | | | (238) | | | | | | (2,332) | | | | | | (2,695) | | | | | | (2,321) | | |
Interest expense
|
| | | | 418 | | | | | | — | | | | | | — | | | | | | — | | |
Other expense, net
|
| | | | 183 | | | | | | 27 | | | | | | 96 | | | | | | — | | |
Provision for income taxes
|
| | | | 32 | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 904 | | | | | | 497 | | | | | | 758 | | | | | | 391 | | |
Stock based compensation
|
| | | | 7,727 | | | | | | 4,112 | | | | | | 6,038 | | | | | | 5,589 | | |
Losses on purchase commitments
|
| | | | 63,993 | | | | | | — | | | | | | 9,500 | | | | | | — | | |
Inventory write-down
|
| | | | 2,570 | | | | | | — | | | | | | — | | | | | | — | | |
Adjusted EBITDA
|
| | | | (64,214) | | | | | | (57,157) | | | | | | (86,000) | | | | | | (47,106) | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
%
|
| |
2019
|
| |
2018
|
| |
%
|
| ||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | 25,820 | | | | | | 15,405 | | | | | | 67.6% | | | | | | 25,081 | | | | | | 1,516 | | | | | | 1544.4% | | |
Subscription
|
| | | | 4,777 | | | | | | 1,441 | | | | | | 231.5% | | | | | | 2,502 | | | | | | 10 | | | | | | 24920.0% | | |
Total revenue:
|
| | | | 30,597 | | | | | | 16,846 | | | | | | 81.6% | | | | | | 27,583 | | | | | | 1,526 | | | | | | 1707.5% | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product (including losses on purchase commitments of $64.0 million for nine months ended September 30, 2020 and $9.5 million for the year ended December 31, 2019)
|
| | | | 99,259 | | | | | | 23,212 | | | | | | 327.6% | | | | | | 47,857 | | | | | | 2,079 | | | | | | 2201.9% | | |
Subscription
|
| | | | 1,260 | | | | | | 427 | | | | | | 195.1% | | | | | | 621 | | | | | | 176 | | | | | | 252.8% | | |
Total cost of revenue:
|
| | | | 100,519 | | | | | | 23,639 | | | | | | 325.2% | | | | | | 48,478 | | | | | | 2,255 | | | | | | 2049.8% | | |
Gross margin
|
| | | | (69,922) | | | | | | (6,793) | | | | | | 929.3% | | | | | | (20,895) | | | | | | (729) | | | | | | 2766.3% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 36,427 | | | | | | 34,593 | | | | | | 5.3% | | | | | | 48,934 | | | | | | 34,954 | | | | | | 40.0% | | |
Sales and marketing
|
| | | | 17,408 | | | | | | 8,216 | | | | | | 111.9% | | | | | | 14,282 | | | | | | 6,075 | | | | | | 135.1% | | |
General and administrative
|
| | | | 15,651 | | | | | | 12,164 | | | | | | 28.7% | | | | | | 18,185 | | | | | | 11,328 | | | | | | 60.5% | | |
Total operating expenses
|
| | | | 69,486 | | | | | | 54,973 | | | | | | 26.4% | | | | | | 81,401 | | | | | | 52,357 | | | | | | 55.5% | | |
Loss from operations
|
| | | | (139,408) | | | | | | (61,766) | | | | | | 125.7% | | | | | | (102,296) | | | | | | (53,086) | | | | | | 92.7% | | |
|
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
%
|
| |
2019
|
| |
2018
|
| |
%
|
| ||||||||||||||||||
Interest income
|
| | | | 238 | | | | | | 2,332 | | | | | | (89.8)% | | | | | | 2,695 | | | | | | 2,321 | | | | | | 16.1% | | |
Interest expense
|
| | | | (418) | | | | | | — | | | | | | 100.0% | | | | | | — | | | | | | — | | | | | | — | | |
Other income (expense), net
|
| | | | (183) | | | | | | (27) | | | | | | 577.8% | | | | | | (96) | | | | | | — | | | | | | 100.0% | | |
Loss before provision for income taxes
|
| | | | (139,771) | | | | | | (59,461) | | | | | | 135.1% | | | | | | (99,697) | | | | | | (50,765) | | | | | | 96.4% | | |
Provision for income taxes
|
| | | | 32 | | | | | | — | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 0% | | |
Net loss
|
| | | | (139,803) | | | | | | (59,461) | | | | | | 135.1% | | | | | | (99,697) | | | | | | (50,765) | | | | | | 96.4% | | |
|
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | 25,820 | | | | | | 15,405 | | | | | | 10,415 | | | | | | 67.6% | | |
Subscription
|
| | | | 4,777 | | | | | | 1,441 | | | | | | 3,336 | | | | | | 231.5% | | |
Total revenue:
|
| | | $ | 30,597 | | | | | $ | 16,846 | | | | | $ | 13,751 | | | | | | 81.6% | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | 99,259 | | | | | | 23,212 | | | | | | 76,047 | | | | | | 327.6% | | |
Subscription
|
| | | | 1,260 | | | | | | 427 | | | | | | 833 | | | | | | 195.1% | | |
Total cost of revenue
|
| | | $ | 100,519 | | | | | $ | 23,639 | | | | | $ | 76,880 | | | | | | 325.2% | | |
Percentage of Revenue
|
| | | | 328.5% | | | | | | 140.3% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Research and development
|
| | | $ | 36,427 | | | | | $ | 34,593 | | | | | $ | 1,834 | | | | | | 5.3% | | |
Percentage of Revenue
|
| | | | 119.1% | | | | | | 205.3% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Personnel
|
| | | | 71.6% | | | | | | 59.3% | | |
Consulting
|
| | | | 6.8% | | | | | | 11.5% | | |
Fabrication
|
| | | | 9.0% | | | | | | 11.4% | | |
Other
|
| | | | 12.6% | | | | | | 17.8% | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Sales and marketing
|
| | | $ | 17,408 | | | | | $ | 8,216 | | | | | $ | 9,192 | | | | | | 111.9% | | |
Percentage of Revenue
|
| | | | 56.9% | | | | | | 48.8% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
General and administrative
|
| | | $ | 15,651 | | | | | $ | 12,164 | | | | | $ | 3,487 | | | | | | 28.7% | | |
Percentage of Revenue
|
| | | | 51.2% | | | | | | 72.2% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Loss from Operations
|
| | | $ | (139,408) | | | | | $ | (61,766) | | | | | $ | (77,642) | | | | | | 125.7% | | |
Percentage of Revenue
|
| | | | -455.63% | | | | | | -366.65% | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Interest income
|
| | | $ | 238 | | | | | $ | 2,332 | | | | | $ | (2,094) | | | | | | (89.8)% | | |
Percentage of Revenue
|
| | | | 0.8% | | | | | | 13.8% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Interest expense
|
| | | $ | (418) | | | | | $ | — | | | | | $ | 418 | | | | | | 100.0% | | |
Percentage of Revenue
|
| | | | (1.4)% | | | | | | — | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Other income (expense), net
|
| | | $ | (183) | | | | | $ | (27) | | | | | $ | 156 | | | | | | 577.8% | | |
Percentage of Revenue
|
| | | | (0.6)% | | | | | | (0.2)% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Provision for income taxes
|
| | | $ | 32 | | | | | $ | — | | | | | $ | 32 | | | | | | 100.0% | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Net Loss
|
| | | $ | (139,803) | | | | | $ | (59,461) | | | | | $ | (80,342) | | | | | | 135.1% | | |
Percentage of Revenue
|
| | | | -456.92% | | | | | | -352.97% | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | | 25,081 | | | | | | 1,516 | | | | | | 23,565 | | | | | | 1554.4% | | |
Subscription
|
| | | | 2,502 | | | | | | 10 | | | | | | 2,492 | | | | | | 24920.0% | | |
Total revenue:
|
| | | $ | 27,583 | | | | | $ | 1,526 | | | | | $ | 26,057 | | | | | | 1707.5% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Cost of revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
Product
|
| | | $ | 47,857 | | | | | $ | 2,079 | | | | | $ | 45,778 | | | | | | 2201.9% | | |
Subscription
|
| | | $ | 621 | | | | | $ | 176 | | | | | $ | 445 | | | | | | 252.8% | | |
Total cost of revenue
|
| | | $ | 48,478 | | | | | $ | 2,255 | | | | | $ | 46,223 | | | | | | 2049.8% | | |
Percentage of Revenue
|
| | | | 175.8% | | | | | | 147.8% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Research and development
|
| | | $ | 48,934 | | | | | $ | 34,954 | | | | | $ | 13,980 | | | | | | 40.0% | | |
Percentage of Revenue
|
| | | | 177.4% | | | | | | 2290.6% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Personnel
|
| | | | 59.0% | | | | | | 57.2% | | |
Consulting
|
| | | | 10.5% | | | | | | 10.9% | | |
Fabrication
|
| | | | 13.2% | | | | | | 16.9% | | |
Other
|
| | | | 17.2% | | | | | | 15.0% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Sales and marketing
|
| | | $ | 14,282 | | | | | $ | 6,075 | | | | | $ | 8,207 | | | | | | 135.1% | | |
Percentage of Revenue
|
| | | | 51.8% | | | | | | 398.1% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
General and administrative
|
| | | $ | 18,185 | | | | | $ | 11,328 | | | | | $ | 6,857 | | | | | | 60.5% | | |
Percentage of Revenue
|
| | | | 65.9% | | | | | | 742.3% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | |||||||||||||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Loss from Operations
|
| | | $ | (102,296) | | | | | $ | (53,086) | | | | | $ | (49,210) | | | | | | 92.7% | | |
Percentage of Revenue
|
| | | | -370.87% | | | | | | -3478.77% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Interest income
|
| | | $ | 2,695 | | | | | $ | 2,321 | | | | | $ | 374 | | | | | | 16.1% | | |
Percentage of Revenue
|
| | | | 9.8% | | | | | | 152.1% | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Other income (expense), net
|
| | | $ | (96) | | | | | $ | — | | | | | $ | 96 | | | | | | 100.0% | | |
Percentage of Revenue
|
| | | | (0.3)% | | | | | | — | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | |||||||||||||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Net Loss
|
| | | $ | (99,697) | | | | | $ | (50,765) | | | | | $ | (48,932) | | | | | | 96.4% | | |
Percentage of Revenue
|
| | | | -361.44% | | | | | | -3326.67% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net cash used in operating activities
|
| | | | (61,077) | | | | | | (98,008) | | |
Net cash used in investing activities
|
| | | | (2,597) | | | | | | (2,477) | | |
Net cash provided by financing activities
|
| | | | 25,358 | | | | | | 201 | | |
Net decrease in cash and cash equivalents
|
| | | | (38,316) | | | | | | (100,284) | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2019
|
| |
2018
|
| ||||||
Net cash used in operating activities
|
| | | | (120,432) | | | | | | (69,581) | | |
Net cash used in investing activities
|
| | | | (4,468) | | | | | | (1,098) | | |
Net cash provided by financing activities
|
| | | | 324 | | | | | | 247,843 | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | (124,576) | | | | | | 177,164 | | |
(in thousands)
|
| |
Total
|
| |
< 1 Year
|
| |
1-3 Years
|
| |
3-5 Years
|
| |
> 5 Years
|
| |||||||||||||||
Operating leases(1)
|
| | | | 16,908 | | | | | | 1,634 | | | | | | 3,392 | | | | | | 3,609 | | | | | | 8,273 | | |
Purchase obligations(2)(3)
|
| | | | 35,320 | | | | | | 21,410 | | | | | | 13,910 | | | | | | | | | | | | | | |
Total contractual obligations
|
| | | | 52,228 | | | | | | 23,044 | | | | | | 17,302 | | | | | | 3,609 | | | | | | 8,273 | | |
Redemption Date
(period to expiration of warrants) |
| |
≤ 10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥ 18.00
|
| |||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
|
Longview
|
| |
New Butterfly
|
|
|
Authorized Capital Stock
|
| |||
| Longview is currently authorized to issue 221,000,000 shares of capital stock, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | |
New Butterfly will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Butterfly Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Butterfly Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share.
Upon consummation of the Business Combination, based on an assumed Closing Date of January 31, 2021, we expect there will be 161,224,758 shares of New Butterfly Class A common stock and 26,426,937 shares of New Butterfly Class B common stock (in each case, assuming no redemptions) outstanding. Following consummation of the Business Combination, New Butterfly is not expected to have any preferred stock outstanding.
|
|
|
Rights of Preferred Stock
|
| |||
| The Longview Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences, designations, powers and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the Longview Board providing for the issuance of such series. | | | The New Butterfly Board may fix for any class or series of preferred stock such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the New Butterfly Board providing for the issuance of such class or series. | |
|
Longview
|
| |
New Butterfly
|
|
|
Number and Qualification of Directors
|
| |||
| The number of directors of Longview, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the Longview Board pursuant to a resolution adopted by a majority of the Longview Board. | | |
Subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the New Butterfly Board, provided, however, that, prior to the Voting Threshold Date (as defined below), unless approved by the holders of a majority in voting power of the shares of capital stock, the number of directors shall not exceed nine (9).
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would then be entitled to vote for the election of directors.
|
|
|
Classification of the Board of Directors
|
| |||
| The Current Charter provides that directors are elected annually for a term of one year. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. However, the Proposed Charter does not provide for a classified board of directors, and thus all directors will be elected each year for one-year terms. | |
|
Election of Directors
|
| |||
|
At Longview’s annual meeting, stockholders elect directors to hold office until the next annual meeting, or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal.
The election of directors shall be determined by a plurality of the votes cast at an annual meeting of stockholders by holders of Longview’s common stock.
|
| |
The stockholders shall elect directors each of whom shall hold office for a term of one year until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.
At stockholder meetings for the election of directors, the vote required for election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee.
In a contested election, the directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of stock entitled to vote in such election, and stockholders will not be permitted to vote against a nominee. An election is considered contested if, as of the tenth (10th) day preceding the date that New Butterfly first mails its notice of meeting for such meeting to the stockholders of New Butterfly, there are more nominees for election than directorships to be filled by election at the meeting.
|
|
|
Longview
|
| |
New Butterfly
|
|
| | | | New Butterfly will not be permitted to authorize or issue any shares of any class or series of capital stock entitling the holder thereof to more than one (1) vote for each share or entitling any class or series of securities to designate or elect directors as a class or series separate from the New Butterfly Class A common stock and the New Butterfly Class B common stock. | |
|
Removal of Directors
|
| |||
| Subject to the rights of the holders of any series of preferred stock, any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. | | |
Subject to the rights of the holders of any series of preferred stock (as set forth in a New Butterfly Preferred Stock Designation and adopted in compliance with the Proposed Charter), any director or the entire New Butterfly Board may be removed from office at any time with or without cause and for any or no reason and immediately upon the approval of the holders of a majority in voting power of the shares of capital stock (prior to the Voting Threshold Date) or the holders of two-thirds (2/3) of the voting power of the shares of capital stock (after the Voting Threshold Date).
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would then be entitled to vote for the election of directors.
|
|
|
Voting
|
| |||
|
Except as otherwise required by law or the Current Charter, holders of the Longview Class A common stock and the Longview Class B common stock possess all voting power with respect to Longview. The holders of shares of Longview common stock shall be entitled to one vote for each such share on each matter properly submitted to Longview’s stockholders on which the holders of shares of Longview common stock are entitled to vote.
Except as otherwise required by applicable law, holders of Longview Class A common stock and Longview Class B common stock are not entitled to vote on any amendment to the Current Charter that relates solely to the terms of one or more outstanding series of Longview preferred stock if the holders of such affected series of Longview preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Current Charter or applicable law.
|
| |
Holders of New Butterfly Class A common stock will be entitled to cast one (1) vote per Class A share, while holders of New Butterfly Class B common stock will be entitled to cast twenty (20) votes per share of New Butterfly Class B common stock. Except as otherwise required by law or the Proposed Charter, holders of all classes of New Butterfly common stock vote together as a single class, while directors are elected by a plurality of the votes cast in contested elections.
Except as otherwise required by applicable law, holders of New Butterfly Class A common stock and New Butterfly Class B common stock will not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding series of New Butterfly preferred stock if the holders of such affected series of New Butterfly preferred stock are exclusively entitled to vote thereon pursuant to the Proposed Charter or applicable law.
|
|
|
Longview
|
| |
New Butterfly
|
|
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
|
Subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause are filled by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director.
Any director so chosen will hold office for the remainder of the one-year term and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
|
| | Any newly created directorship on the New Butterfly Board that results from an increase in the number of directors and any vacancy occurring in the New Butterfly Board may be filled by (i) prior to the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors at an annual meeting of stockholders (x) if the number of directors fixed pursuant to the Proposed Charter does not exceed nine (9), by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or by the stockholders of New Butterfly having a majority in voting power of the shares of capital stock of New Butterfly that would be entitled to vote in the election of directors at an annual meeting of stockholders, and (y) if the number of directors fixed pursuant to the Proposed Charter exceeds nine (9), solely by the stockholders of New Butterfly with the majority in voting power of the shares of capital stock of New Butterfly that would be entitled to vote in the election of directors at an annual meeting of stockholders; or (ii) on or after the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors at an annual meeting of stockholders, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. | |
|
Special Meeting of the Board of Directors
|
| |||
| Special meetings of the Longview Board may be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be. | | | Special meetings of the New Butterfly Board may be called by the Chairperson of the Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office, or by one director in the event there is only a single director in office. | |
|
Stockholder Action by Written Consent
|
| |||
| Under the Current Charter, there is no limitation on any action required or permitted to be taken by the stockholders of Longview being effected by written | | | Subject to the terms of any series of preferred stock, any action required or permitted to be taken by the stockholders of New Butterfly must be effected at | |
|
Longview
|
| |
New Butterfly
|
|
| consent of the stockholders. Under Longview’s Bylaws, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote on such matters having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | |
an annual or special meeting of the stockholders and may not be effected by written consent; provided however, prior to the Voting Threshold Date, any action required or permitted to be taken at any annual or special meeting of New Butterfly stockholders, may be taken by written consent if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted.
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors at an annual meeting of stockholders.
|
|
|
Amendment to Certificate of Incorporation
|
| |||
|
Pursuant to Delaware law, an amendment to a charter generally requires the approval of the Longview Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class.
Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of Longview common stock.
|
| |
Under the Proposed Charter, so long as any shares of New Butterfly Class B common stock remain outstanding, the New Butterfly shall not, without the prior affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of New Butterfly Class B common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, amend the Proposed Charter (1) in a manner that changes any of the voting, conversion, dividend or liquidation provisions of the shares of New Butterfly Class B common stock or other rights, powers, preferences or privileges of the shares of Class B common stock, (2) to provide for each share of New Butterfly Class A common stock or preferred stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Butterfly Class A common stock other than as provided by the Proposed Charter or required by the DGCL or (3) otherwise adversely impact the rights, powers, preferences or privileges of the shares of New Butterfly Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Butterfly Class A common stock.
Under the Proposed Charter so long as any shares of New Butterfly Class A common stock remain outstanding, the prior affirmative vote of the holders of a majority of the outstanding shares of New Butterfly Class A common stock, voting as a separate class, in addition to any other vote required
|
|
|
Longview
|
| |
New Butterfly
|
|
| | | |
by applicable law or the Proposed Charter, is required to amend the Proposed Charter (1) in a manner that alters or changes the powers, preferences, or special rights of the shares of New Butterfly Class A common stock so as to affect them adversely; or (2) to provide for each share of New Butterfly Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Butterfly Class B common stock other than as provided by the Proposed Charter or required by the DGCL.
Amending the Proposed Charter to modify a provision providing for specific approval requirements by the New Butterfly stockholders (or any class of capital stock of the New Butterfly) must be approved by the greater of (i) the specific approval requirement contemplated in such provision or (ii) the approval requirements generally required to amend the Proposed Charter.
|
|
|
Amendment of the Bylaws
|
| |||
| The Longview Board is expressly authorized to make, alter, amend or repeal the amended and restated Bylaws by the affirmative vote of a majority of the Longview Board. The Bylaws may also be adopted, amended, altered or repealed by the Longview stockholders representing a majority of the voting power of all of the then-outstanding shares of capital stock of Longview entitled to vote generally in the election of directors. | | |
The New Butterfly Board is expressly authorized to make, alter, amend or repeal the Bylaws by the affirmative vote of a majority of the directors, provided that the changes are not in any manner inconsistent with the laws of the State of Delaware or the Proposed Charter.
New Butterfly stockholders may not adopt, amend, alter or repeal any provision of the Bylaws unless such action is approved by the holders of a majority in voting power of the shares of capital stock of New Butterfly that would then be entitled to vote in the election of directors at an annual meeting or if after the Voting Threshold Date, by the holders of two-thirds (2/3) of the voting power of the shares of capital stock of New Butterfly.
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors.
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Quorum
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Board of Directors. A majority of the Longview Board constitutes a quorum at any meeting of the Longview Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of
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| | Board of Directors. The greater of (i) a majority of directors at any time in office and (ii) one-third (1/3) of the number of directors established by the New Butterfly Board in Section 2.2 of the New Butterfly Bylaws pertaining to the number of directors constituting the New Butterfly Board, shall constitute a quorum of the New Butterfly Board. | |
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Longview
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| |
New Butterfly
|
|
| capital stock entitled to vote at such meeting constitutes a quorum; expect that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum. | | | Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of issued and outstanding capital stock of New Butterfly representing a majority of the voting power of all issued and outstanding shares of capital stock of New Butterfly entitled to vote at such meeting constitutes a quorum; provided, however, that where a separate vote by a class or classes of capital stock is required, the holders of a majority in voting power of the shares of such class and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum. | |
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Interested Directors
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| |||
| Longview renounces any expectancy that any of the Longview directors or officers will offer any corporate opportunity in which he or she may become aware to Longview, except with respect to any of the directors or officers of Longview with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of Longview and (i) such opportunity is one that Longview is legally and contractually permitted to undertake and would otherwise be reasonable for Longview to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to Longview without violating another legal obligation. | | | New Butterfly renounces any interest or expectancy of New Butterfly in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of New Butterfly who is not an employee of New Butterfly or any of its subsidiaries, unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, such person expressly and solely in such person’s capacity as a director of New Butterfly. | |
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Special Stockholder Meeting
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| |||
| The Longview Bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board, Chief Executive Officer of Longview, or the Longview Board pursuant to a resolution adopted by a majority of the members of the Longview board then in office. | | |
Special meetings of the New Butterfly stockholders may be called at any time by the New Butterfly Board, the Chairperson of the New Butterfly Board or the Chief Executive Officer of New Butterfly; provided that until such time as no New Butterfly Class B common stock is outstanding, special meetings of stockholder may be called for any purpose or purposes by, if prior to the Voting Threshold Date, the holders of a majority in voting power of the shares of capital stock of New Butterfly that would then be entitled to vote in the election of directors at an annual meeting or if after the Voting Threshold Date, by the holders of two-thirds (2/3) of the voting power of the shares of capital stock of New Butterfly.
The Voting Threshold Date is the first date on which the issued and outstanding shares of New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors.
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Notice of Stockholder Meeting
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Longview
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New Butterfly
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Written notice stating the place, if any, date and time of each meeting of Longview’s stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by Delaware law.
Whenever notice is required to be given to any Longview stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL.
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Except as otherwise provided by law or the Proposed Charter or New Butterfly Bylaws, notice of each meeting of the New Butterfly stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the New Butterfly stockholders entitled to notice of the meeting.
Without limiting the manner by which notice otherwise may be given to New Butterfly stockholders, any notice to New Butterfly stockholders given by New Butterfly shall be effective if given by electronic transmission in accordance with the DGCL. The notices of all meetings shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.
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Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
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No business may be transacted at an annual meeting of Longview stockholders, other than business that is either (i) specified in Longview’s notice of meeting (or any supplement thereto) delivered pursuant to the Bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the Longview Board or (iii) otherwise properly brought before the annual meeting by any Longview stockholder who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Longview Bylaws.
The Longview stockholder must (i) give timely notice thereof in proper written form to the Secretary of Longview, and (ii) the business must be a proper matter for stockholder action. To be timely, a Longview stockholder’s notice must be received by the Secretary at the principal executive offices of Longview not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one-hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered not
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| |
No business may be conducted at an annual meeting of New Butterfly stockholders, other than business that is either (i) specified in New Butterfly notice of meeting delivered pursuant to the Bylaws, (ii) otherwise properly brought before the annual meeting by or at the direction of the board (or a committee thereof) or (iii) otherwise properly brought before the annual meeting by any stockholder of New Butterfly who was a stockholder of record of the New Butterfly both at the time of giving the notice provided for in the Current Charter and at the time of the meeting and is entitled to vote at the meeting, who complies with the notice procedures set forth in the Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of New Butterfly.
The New Butterfly stockholder must (i) give timely notice thereof in proper written form to the Secretary of New Butterfly and (ii) provide any updates or supplements to such notice at the times and in the forms required by the Current Charter. To be timely, a stockholder’s notice must be received at the principal executive offices of New Butterfly not less than ninety (90) or more than one-hundred twenty (120) days prior to the one-year anniversary
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Longview
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New Butterfly
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| earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting, is first made by Longview. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice. | | | of the preceding year’s annual meeting; provided however if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the notice must be delivered not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of such meeting was first made. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the New Butterfly Bylaws. | |
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Stockholder Nominations of Persons for Election as Directors
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Nominations of persons for election to the Longview Board may be made by any stockholder of Longview who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who gives proper notice.
To give timely notice, a stockholder’s notice must be given to the Secretary of Longview at the principal executive offices of Longview either (i) in the case of an annual meeting, not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting of stockholders (in most cases) and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made.
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| | Nominations of persons for election to the New Butterfly’s Board may be made by any stockholder of New Butterfly who provides a timely notice (i.e. provides notice which must be received in writing by the secretary of New Butterfly at New Butterfly’s principal executive officers either (i) in the case of an election of directors at an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (in most cases) or (ii) in the case of an election of directors at a special meeting, not earlier than one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of (a) the ninetieth (90th) day prior to such special meeting and (b) the tenth (10th) day following the day on which public disclosure of the date of such special meeting for the election of directors is first made), is a stockholder of record on the date of giving such notices and on the record date for the determination of stockholders entitled to vote at such a meeting, and is entitled to vote at such meeting and on such election. | |
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Limitation of Liability of Directors and Officers
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Current Charter provides that no director will be personally liable to Longview or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent an exemption from liability or limitation is not permitted under the DGCL.
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The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.
The Proposed Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, unless a director breached his or her duty of loyalty to New Butterfly or its stockholders, performed acts or omissions not
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Longview
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New Butterfly
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| | | | in good faith or which involve intentional misconduct or a knowing violation of law, pursuant to Section 174 of the DGCL, or for any transaction from which the director derived an improper personal benefit. | |
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Indemnification of Directors, Officers, Employees and Agents
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Current Charter provides that Longview will indemnify each director, officer, employee and agent to the fullest extent permitted by Delaware law.
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Proposed Charter provides that New Butterfly may indemnify each director, officer, employee and agent to the fullest extent permitted by applicable law.
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Dividends
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock, the holders of shares of Longview common stock will be entitled to receive dividends (payable in cash, property, or capital stock of Longview) when, as, and if declared by the board of directors from time to time out of any assets or funds of Longview legally available thereof, and shall share equally on a per share basis in such dividends and distributions.
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Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the New Butterfly Class A common stock and New Butterfly Class B common stock, each voting separately as a class, the Proposed Charter provides that New Butterfly common stock shall be treated equally, identically, and ratably, on a per share basis, with respect to any dividends or distributions that may be declared and paid from time to time by the New Butterfly Board out of any assets of New Butterfly legally available for dividends or distributions.
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Liquidation
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| Subject to applicable law and the rights, if any, of | | | Subject to applicable law and the preferential or | |
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Longview
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New Butterfly
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| the holders of any outstanding shares of preferred stock, the Current Charter provides that following the payment or provision for payment of the debts and other liabilities of Longview in the event of an voluntary or involuntary liquidation, dissolution, or winding up of Longview, the holders of shares of Longview common stock shall be entitled to receive all the remaining assets of Longview available for distribution to its stockholders, ratably in proportion to the number of shares of Longview common stock held by them. | | | other rights of any holders of preferred stock then outstanding, the Proposed Charter provides that in the event of the liquidation or winding up of New Butterfly, whether voluntary or involuntary, holders of New Butterfly common stock will be entitled to receive ratably all assets of New Butterfly available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any liquidation, dissolution, distribution of assets, or winding up is approved by the affirmative vote of the holders of a majority of the outstanding shares of New Butterfly common stock, each voting separately as a class. | |
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Supermajority Voting Provisions
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| |||
| Article IX of the Current Charter relating to business combination requirements may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of Longview common stock. | | | Following the first date on which the issued and outstanding shares of New Butterfly Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would then be entitled to vote for the election of directors at an annual meeting of stockholders, the affirmative vote of two-thirds (2/3) of the voting power of the shares of capital stock of New Butterfly that would then be entitled to vote in the election of directors at an annual meeting of stockholders will be required in order for the stockholders of New Butterfly to amend New Butterfly’s Charter in certain circumstances, amend New Butterfly’s Bylaws, increase or decrease the number of directors, fill vacancies on the board of directors, remove a director from office, or call a special meeting of stockholders. | |
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Anti-Takeover Provisions and Other Stockholder Protections
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| The anti-takeover provisions and other stockholder protections in the Current Charter include the ability of the board of directors to designate the terms of and issue new series of preferred shares. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of Longview voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | | | The anti-takeover provisions and other stockholder protections included in the Proposed Charter include a prohibition on stockholder action by written consent and blank check preferred stock. Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of Longview voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | |
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Preemptive Rights
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| There are no preemptive rights relating to the Longview common stock. | | | There are no preemptive rights relating to the shares of New Butterfly common stock. | |
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Fiduciary Duties of Directors
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| Under Delaware law, the standards of conduct for directors have developed through Delaware court | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court | |
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Longview
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New Butterfly
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case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The Longview Board may exercise all such powers of Longview and do all such lawful acts and things as are not by statute or Longview’s Charter or Longview’s Bylaws directed or required to be exercised or done solely by stockholders.
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case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The New Butterfly Board may exercise all such authority and powers of New Butterfly and do all such lawful acts and things as are not by statute or the New Butterfly’s Charter or New Butterfly’s Bylaws directed or required to be exercised or done solely by the stockholders.
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Inspection of Books and Records
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| Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. Longview’s Bylaws permit Longview’s books and records to be kept within or outside Delaware. | | | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | |
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Choice of Forum
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| The Current Charter generally designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockholder (including a beneficial owner) to: (i) any derivative action or proceeding brought on behalf of Longview, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Longview to Longview or Longview’s stockholders, or any claim for aiding and abetting such alleged breach (iii) any action asserting a claim against Longview, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or Longview’s Bylaws, or (iv) any action asserting a claim against Longview, its directors, officers, or employees governed by the internal affairs doctrine. | | | The Proposed Charter generally designates Court of Chancery of the State of Delaware as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of New Butterfly, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, other employee, or stockholder of New Butterfly, (iii) any action asserting a claim against New Butterfly arising pursuant to any provision of the DGCL, the Proposed Charter, or New Butterfly’s Bylaws, (iv) any action to interpret, apply, enforce, or determine the validity of any provisions in the Proposed Charter or New Butterfly’s Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine and if brought outside of | |
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Longview
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New Butterfly
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| | | | Delaware in the name of any stockholder, the stockholder bringing the suit will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts within Delaware and (b) service of process on such stockholder’s counsel, subject to certain exceptions. In addition, notwithstanding anything to the contrary in the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. | |
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Before the Business Combination
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After the Business Combination
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Assuming No Redemption
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Assuming Maximum Redemption
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Name and Address of Beneficial
Owner |
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Number of
shares of Longview common stock |
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%**
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% of
Total Voting Power** |
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Number of
shares of New Butterfly Class A Common Stock |
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%**
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Number of
shares of New Butterfly Class B Common Stock |
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%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Butterfly Class A Common Stock |
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%**
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Number of
shares of New Butterfly Class B Common Stock |
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%**
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% of
Total Voting Power** |
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Directors and Executive Officers of Longview Before the Business Combination
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Larry Robbins(1)(2)(8)
|
| | | | 10,275,000 | | | | | | 19.8% | | | | | | 19.8% | | | | | | 15,290,499 | | | | | | 9.5% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 22,790,499 | | | | | | 17.9% | | | | | | — | | | | | | — | | | | | | 3.5% | | |
John Rodin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark Horowitz
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Westley Moore(1)
|
| | | | 25,000 | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Derek Cribbs(1)
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| | | | 25,000 | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Randy Simpson(1)
|
| | | | 25,000 | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All Directors and Executive Officers of Longview as a Group (6 Individuals)
|
| | | | 10,350,000 | | | | | | 20% | | | | | | 20% | | | | | | 15,365,499 | | | | | | 9.5% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 22,865,499 | | | | | | 18.0% | | | | | | — | | | | | | — | | | | | | 3.5% | | |
Directors and Executive Officers of New Butterfly After Consummation of the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan M. Rothberg, Ph.D.(3)(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 76.6% | | | | | | — | | | | | | — | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 80.6% | | |
Larry Robbins(1)(2)(8)
|
| | | | 10,275,000 | | | | | | 19.8% | | | | | | 19.8% | | | | | | 15,290,499 | | | | | | 9.5% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 22,790,499 | | | | | | 17.9% | | | | | | — | | | | | | — | | | | | | 3.5% | | |
Dawn Carfora(3)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,870 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 11,870 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
John Hammergren(3)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 118,703 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 118,703 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Gianluca Pettiti(3)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,805 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 17,805 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
S. Louise Phanstiel(3)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 59,351 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 59,351 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Todd M. Fruchterman, M.D., Ph.D.(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gioel Molinari(3)(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,109,035 | | | | | | 1.3% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,109,035 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | |
David Perri(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephanie Fielding(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Darius Shahida(3)(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 354,723 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 354,723 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Mary Miller(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive Officers of New Butterfly as a Group (12 Individuals) (7)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,754,257 | | | | | | 10.9% | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 78.9% | | | | | | 25,254,257 | | | | | | 19.5% | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 84.4% | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan M. Rothberg, Ph.D.(3)(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 76.6% | | | | | | — | | | | | | — | | | | | | 26,426,937 | | | | | | 100.0% | | | | | | 80.6% | | |
Michael J. Rothberg Family Investments(3)(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 29,028,281 | | | | | | 18.0% | | | | | | — | | | | | | — | | | | | | 4.2% | | | | | | 29,028,281 | | | | | | 22.8% | | | | | | — | | | | | | — | | | | | | 4.4% | | |
Fosun Industrial Co., Limited(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 10,716,630 | | | | | | 6.6% | | | | | | — | | | | | | — | | | | | | 1.6% | | | | | | 10,716,630 | | | | | | 8.4% | | | | | | — | | | | | | — | | | | | | 1.6% | | |
Longview Investors LLC(1)(2)(8)
|
| | | | 10,275,000 | | | | | | 19.8% | | | | | | 19.8% | | | | | | 15,290,499 | | | | | | 9.5% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 22,790,499 | | | | | | 17.9% | | | | | | — | | | | | | — | | | | | | 3.5% | | |
Entities affiliated with Fidelity Management & Research Company, LLC(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,158,136 | | | | | | 5.7% | | | | | | — | | | | | | — | | | | | | 1.0% | | | | | | 9,158,136 | | | | | | 7.2% | | | | | | — | | | | | | — | | | | | | 1.0% | | |
|
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
Todd M. Fruchterman, M.D., Ph.D.
|
| |
50
|
| | President, Chief Executive Officer and Director | |
Gioel Molinari | | |
45
|
| | Executive Vice President and Chief Product Officer | |
David Perri | | |
49
|
| | Chief Operating Officer | |
Stephanie Fielding | | |
39
|
| | Chief Financial Officer | |
Darius Shahida | | |
29
|
| | Chief Strategy Officer and Chief Business Development Officer | |
Mary Miller | | |
46
|
| | General Counsel and Corporate Secretary | |
Non-Employee Directors: | | | | | | | |
Jonathan M. Rothberg, Ph.D. | | |
57
|
| | Chairman of the Board | |
Larry Robbins | | |
51
|
| | Director | |
Dawn Carfora | | |
49
|
| | Director | |
John Hammergren | | |
61
|
| | Director | |
Gianluca Pettiti | | |
42
|
| | Director | |
S. Louise Phanstiel | | |
62
|
| | Director | |
Name and Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($)(1) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(2) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
Laurent Faracci,
Former Chief Executive Officer and Director(3) |
| | | | 2020 | | | | | $ | 450,000 | | | | | | — | | | | | | — | | | | | $ | 13,264,361(4) | | | | | $ | 321,589(5) | | | | | $ | 14,035,950 | | |
David Perri, Chief Operating Officer(6)
|
| | | | 2020 | | | | | $ | 305,278 | | | | | | — | | | | | | — | | | | | $ | 3,830,599 | | | | | | — | | | | | $ | 4,135,877 | | |
Stephanie Fielding,
Chief Financial Officer(7) |
| | | | 2020 | | | | | $ | 194,318 | | | | | $ | 25,000 | | | | | | —(8) | | | | | $ | 1,751,250 | | | | | | — | | | | | $ | 1,970,568 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| | | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units That Have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested |
| | ||||||||||||||||||||||||||||||||
Laurent Faracci
|
| | | | 4/23/2020 | | | | | | — | | | | | | 4,350,000(1) | | | | | | — | | | | | $ | 5.02 | | | | | | 4/23/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 4/23/2020 | | | | | | — | | | | | | — | | | | | | 1,635,000(2) | | | | | $ | 5.02 | | | | | | 4/23/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 4/23/2020 | | | | | | — | | | | | | — | | | | | | 1,635,000(3) | | | | | $ | 5.02 | | | | | | 4/23/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
David Perri
|
| | | | 4/23/2020 | | | | | | — | | | | | | 500,000(4) | | | | | | — | | | | | $ | 5.02 | | | | | | 4/23/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 12/17/2020 | | | | | | — | | | | | | 500,000(5) | | | | | | — | | | | | $ | 9.75 | | | | | | 12/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Stephanie Fielding
|
| | | | 12/17/2020 | | | | | | — | | | | | | 375,000(6) | | | | | | — | | | | | $ | 9.75 | | | | | | 12/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | | | 12/17/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000(7) | | | | | $ | 1,218,750 | | | |
Name
|
| |
Shares
|
| |
Aggregate
Purchase Price |
| |
Date of Issuance
|
| ||||||
Entities affiliated with Fidelity Management & Research Company, LLC(1)
|
| | | | 4,868,550 | | | | | $ | 50,000,009 | | | |
May 4, 2018
|
|
Fosun Industrial Co., Limited(2)
|
| | | | 10,321,324 | | | | | $ | 105,999,997 | | | |
August 15, 2018
|
|
Rothberg Family Fund I, LLC(3)
|
| | | | 1,949,283 | | | | | $ | 20,019,136 | | | |
May 4, 2018
|
|
Name
|
| |
Principal Note
Amount |
| |
Date of Issuance
|
| |||
Entities affiliated with Fidelity Management & Research Company, LLC(1)
|
| | | $ | 17,000,000 | | | |
May 21, 2020
|
|
| | |
Page
|
| |||
Audited Financial Statements of Longview Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Condensed Interim Financial Statements of Longview Acquisition Corp. | | | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | |
| Audited Financial Statements as of and for the Years Ended December 31, 2019 and 2018 | | | | | | | |
|
Report of Independent Registered Public Accounting Firm
|
| | | | | | |
| | | | | F-35 | | | |
| | | | | F-36 | | | |
| | | | | F-37 | | | |
| | | | | F-38 | | | |
| | | | | F-39 | | | |
|
Unaudited Financial Statements as of and for the Nine-Month Periods Ended September 30, 2020 and
2019 |
| | | | | | |
|
Report of Independent Registered Public Accounting Firm
|
| | | | | | |
| | | | | F-61 | | | |
| | | | | F-62 | | | |
| | | | | F-63 | | | |
| | | | | F-64 | | | |
| | | | | F-65 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | 20,000 | | |
|
Deferred offering costs
|
| | | | 75,303 | | |
|
TOTAL ASSETS
|
| | | $ | 95,303 | | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 1,000 | | |
|
Accrued offering costs
|
| | | | 70,303 | | |
|
Promissory note – related party
|
| | | | — | | |
|
Total Current Liabilities
|
| | | | 71,303 | | |
| Commitments | | | | | | | |
| Stockholder’s Equity | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding(1)(2)
|
| | | | 1,035 | | |
|
Additional paid-in capital
|
| | | | 23,965 | | |
|
Accumulated deficit
|
| | | | (1,000) | | |
|
Total Stockholder’s Equity
|
| | | | 24,000 | | |
|
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
|
| | | $ | 95,303 | | |
| | | | | | | | |
|
Formation and operating costs
|
| | | $ | 1,000 | | |
|
Net Loss
|
| | | $ | (1,000) | | |
|
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 9,000,000 | | |
|
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | |
| | |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – February 4, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1)(2)
|
| | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – February 12, 2020
|
| | | | 10,350,000 | | | | | $ | 1,035 | | | | | $ | 23,965 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,000) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Accrued expenses
|
| | | | 1,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from promissory note – related party
|
| | | | — | | |
|
Payment of offering costs
|
| | | | (5,000) | | |
|
Net cash provided by financing activities
|
| | | | 20,000 | | |
|
Net Change in Cash
|
| | | | 20,000 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 20,000 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 70,303 | | |
| ASSETS | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 759,102 | | |
|
Prepaid expenses and other current assets
|
| | | | 240,602 | | |
|
Total Current Assets
|
| | | | 999,704 | | |
|
Investments held in Trust Account
|
| | | | 414,222,151 | | |
|
TOTAL ASSETS
|
| | | $ | 415,221,855 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
|
Current liabilities
|
| | | | | | |
|
Accrued expenses
|
| | | $ | 280,690 | | |
|
Income taxes payable
|
| | | | 29,152 | | |
|
Total Current Liabilities
|
| | | | 309,842 | | |
|
Deferred underwriting fee payable
|
| | | | 14,490,000 | | |
|
TOTAL LIABILITIES
|
| | | | 14,799,842 | | |
| Commitments and Contingencies | | | | | | | |
|
Class A common stock, $0.0001 par value, subject to possible redemption, 39,542,201 shares at $10.00 per share
|
| | | | 395,422,010 | | |
| Stockholders’ Equity | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or
outstanding |
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,857,799 issued
or outstanding (excluding 39,542,201 shares subject to possible redemption) |
| | | | 186 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares
issued and outstanding |
| | | | 1,035 | | |
|
Additional paid-in capital
|
| | | | 5,389,917 | | |
|
Accumulated deficit
|
| | | | (391,135) | | |
|
Total Stockholders’ Equity
|
| | | | 5,000,003 | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 415,221,855 | | |
| | |
Three Months
Ended September 30, 2020 |
| |
For the
Period from February 4, 2020 (Inception) Through September 30, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 462,905 | | | | | $ | 584,134 | | |
Loss from operations
|
| | | | (462,905) | | | | | | (584,134) | | |
Other income: | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 165,021 | | | | | | 222,151 | | |
Income (loss) before provision for income taxes
|
| | | | (297,884) | | | | | | (361,983) | | |
Provision for income taxes
|
| | | | (29,152) | | | | | | (29,152) | | |
Net loss
|
| | | $ | (327,036) | | | | | $ | (391,135) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 41,400,000 | | | | | | 40,617,323 | | |
Basic and diluted income per share, Class A
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding of Class B non-redeemable common stock(1)
|
| | | | 10,350,000 | | | | | | 10,350,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.03) | | | | | $ | (0.04) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balance – February 4, 2020
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1)(2)
|
| | | | — | | | | | | — | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – March 31, 2020
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | (1,000) | | | | | | 24,000 | | |
Sale of 41,400,000 Units, net of underwriting discounts
|
| | | | 41,400,000 | | | | | | 4,140 | | | | | | — | | | | | | — | | | | | | 390,504,008 | | | | | | — | | | | | | 390,508,148 | | |
Sale of 6,853,333 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,280,000 | | | | | | — | | | | | | 10,280,000 | | |
Common stock subject to possible redemption
|
| | | | (39,574,904) | | | | | | (3,957) | | | | | | — | | | | | | — | | | | | | (395,745,083) | | | | | | — | | | | | | (395,749,040) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (63,099) | | | | | | (63,099) | | |
Balance – June 30, 2020
|
| | | | 1,825,096 | | | | | $ | 183 | | | | | | 10,350,000 | | | | | $ | 1,035 | | | | | $ | 5,062,890 | | | | | $ | (64,099) | | | | | $ | 5,000,009 | | |
Change in value of common stock subject to possible redemption
|
| | | | 32,703 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 327,027 | | | | | | — | | | | | | 327,030 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (327,036) | | | | | | (327,036) | | |
Balance – September 30, 2020
|
| | | | 1,857,799 | | | | | $ | 186 | | | | | | 10,350,000 | | | | | $ | 1,035 | | | | | $ | 5,389,917 | | | | | $ | (391,135) | | | | | $ | 5,000,003 | | |
|
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (391,135) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (222,151) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | (240,602) | | |
|
Accrued expenses
|
| | | | 280,690 | | |
|
Income taxes payable
|
| | | | 29,152 | | |
|
Net cash used in operating activities
|
| | | | (544,046) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash into Trust Account
|
| | | | (414,000,000) | | |
|
Net cash used in investing activities
|
| | | | (414,000,000) | | |
| Cash Flows from Financing Activities | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 405,720,000 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 10,280,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 191,000 | | |
|
Repayment from promissory note – related party
|
| | | | (191,000) | | |
|
Payment of offering costs
|
| | | | (721,852) | | |
|
Net cash provided by financing activities
|
| | | | 415,303,148 | | |
|
Net Change in Cash
|
| | | | 759,102 | | |
|
Cash – Beginning of period
|
| | |
|
—
|
| |
|
Cash – End of period
|
| | | $ | 759,102 | | |
| Supplemental Disclosure of Non-Cash Activities: | | | | | | | |
|
Initial classification of common stock subject to possible redemption
|
| | | $ | 395,812,140 | | |
|
Change in value of common stock subject to possible redemption
|
| | | $ | (390,130) | | |
|
Deferred underwriting fee payable
|
| | | $ | 14,490,000 | | |
| | |
Held-To-Maturity
|
| |
Amortized
Cost |
| |
Gross
Holding Gain |
| |
Level 1
Fair Value |
| |||||||||
September 30, 2020
|
| |
U.S. Treasury Securities
(Mature on 11/27/2020) |
| | | $ | 414,221,183 | | | | | $ | 41,669 | | | | | $ | 414,262,851 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 90,002 | | | | | $ | 214,578 | | |
Accounts receivable, net
|
| | | | 1,951 | | | | | | 756 | | |
Inventories
|
| | | | 9,441 | | | | | | 10,766 | | |
Current portion of vendor advances
|
| | | | 5,239 | | | | | | 9,620 | | |
Prepaid expenses and other current assets
|
| | | | 1,793 | | | | | | 1,762 | | |
Due from related parties
|
| | | | 829 | | | | | | 1,706 | | |
Total current assets
|
| | | $ | 109,255 | | | | | $ | 239,188 | | |
Property and equipment, net
|
| | | | 5,325 | | | | | | 1,611 | | |
Security deposits and non-current portion of vendor advances
|
| | | | 48,896 | | | | | | 5,528 | | |
Other assets – related party
|
| | | | 1,661 | | | | | | 1,743 | | |
Total assets
|
| | | $ | 165,137 | | | | | $ | 248,070 | | |
Liabilities, convertible preferred stock, and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 5,168 | | | | | $ | 2,619 | | |
Deferred revenue, current
|
| | | | 3,200 | | | | | | 248 | | |
Due to related parties
|
| | | | 6 | | | | | | 876 | | |
Accrued expenses and other current liabilities
|
| | | | 6,951 | | | | | | 2,222 | | |
Total current liabilities
|
| | | $ | 15,325 | | | | | $ | 5,965 | | |
Deferred revenue, non-current
|
| | | $ | 587 | | | | | $ | 42 | | |
Other non-current liabilities
|
| | | | 566 | | | | | | 69 | | |
Total liabilities
|
| | | $ | 16,478 | | | | | $ | 6,076 | | |
Commitments and contingencies (Note 15) | | | | | | | | | | | | | |
Convertible preferred stock: | | | | | | | | | | | | | |
Convertible preferred stock (Series A, B, C and D) $.0001 par value with an aggregate liquidation preference of $383,829; 103,242,914 shares authorized, issued and outstanding
|
| | | | 360,937 | | | | | | 360,937 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock $.0001 par value; 102,000,000 and 102,000,000 shares authorized at December 31, 2019 and 2018, respectively; 5,720,842 and 5,549,112 shares issued and outstanding at December 31, 2019 and 2018, respectively.
|
| | | | 1 | | | | | | 1 | | |
Special-voting common stock, $.0001 par value; 25,952,123 shares authorized; 0
shares issued and outstanding |
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 19,782 | | | | | | 13,420 | | |
Accumulated deficit
|
| | | | (232,061) | | | | | | (132,364) | | |
Total stockholders’ deficit
|
| | | $ | (212,278) | | | | | $ | (118,943) | | |
Total liabilities, convertible preferred stock and stockholders’ deficit
|
| | | $ | 165,137 | | | | | $ | 248,070 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Revenue: | | | | | | | | | | | | | |
Product
|
| | | $ | 25,081 | | | | | $ | 1,516 | | |
Subscription
|
| | | | 2,502 | | | | | | 10 | | |
Total revenue
|
| | | $ | 27,583 | | | | | $ | 1,526 | | |
Cost of revenue: | | | | | | | | | | | | | |
Product (including losses on purchase commitments of $9.5 million and $0.0,
respectively) |
| | | $ | 47,857 | | | | | $ | 2,079 | | |
Subscription
|
| | | | 621 | | | | | | 176 | | |
Total cost of revenue
|
| | | $ | 48,478 | | | | | $ | 2,255 | | |
Gross margin
|
| | | | (20,895) | | | | | | (729) | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | $ | 48,934 | | | | | $ | 34,954 | | |
Sales and marketing
|
| | | | 14,282 | | | | | | 6,075 | | |
General and administrative
|
| | | | 18,185 | | | | | | 11,328 | | |
Total operating expenses
|
| | | | 81,401 | | | | | | 52,357 | | |
Loss from operations
|
| | | $ | (102,296) | | | | | $ | (53,086) | | |
Interest income
|
| | | $ | 2,695 | | | | | $ | 2,321 | | |
Other income (expense), net
|
| | | | (96) | | | | | | — | | |
Loss before provision for income taxes
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
Net loss per common share attributable to common stockholders, basic and diluted
|
| | | $ | (17.73) | | | | | $ | (9.63) | | |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
| | | | 5,622,752 | | | | | | 5,268,889 | | |
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
stockholders’ deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
January 1, 2018
|
| | | | 78,900,168 | | | | | $ | 113,749 | | | | | | | 5,077,406 | | | | | $ | 1 | | | | | $ | 7,176 | | | | | $ | (81,599) | | | | | $ | (74,422) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (50,765) | | | | | | (50,765) | | |
Issuance of convertible preferred stock (net of issuance cost) − Series D
|
| | | | 24,342,746 | | | | | | 247,188 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 471,706 | | | | | | — | | | | | | 655 | | | | | | — | | | | | | 655 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,589 | | | | | | — | | | | | | 5,589 | | |
December 31, 2018
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,549,112 | | | | | $ | 1 | | | | | $ | 13,420 | | | | | $ | (132,364) | | | | | $ | (118,943) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (99,697) | | | | | | (99,697) | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 171,730 | | | | | | — | | | | | | 324 | | | | | | — | | | | | | 324 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,038 | | | | | | — | | | | | | 6,038 | | |
December 31, 2019
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,720,842 | | | | | $ | 1 | | | | | $ | 19,782 | | | | | $ | (232,061) | | | | | $ | (212,278) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 758 | | | | | | 391 | | |
(Gain)/ loss on disposal of property and equipment
|
| | | | (4) | | | | | | 29 | | |
Write down of vendor advance
|
| | | | 9,500 | | | | | | — | | |
Write-down of inventories
|
| | | | 2,715 | | | | | | 143 | | |
Stock-based compensation expense
|
| | | | 6,038 | | | | | | 5,589 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (1,195) | | | | | | (756) | | |
Inventories
|
| | | | (1,390) | | | | | | (10,909) | | |
Prepaid expenses and other current assets
|
| | | | (31) | | | | | | (1,224) | | |
Security deposits and vendor advances
|
| | | | (48,488) | | | | | | (15,148) | | |
Due from related parties
|
| | | | 877 | | | | | | (1,336) | | |
Other assets – related party
|
| | | | 85 | | | | | | (21) | | |
Accounts payable
|
| | | | 2,549 | | | | | | 2,130 | | |
Deferred revenue
|
| | | | 3,497 | | | | | | 290 | | |
Due to related parties
|
| | | | (871) | | | | | | 70 | | |
Accrued expenses and other liabilities
|
| | | | 5,225 | | | | | | 1,936 | | |
Net cash used in operating activities
|
| | | $ | (120,432) | | | | | $ | (69,581) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (4,468) | | | | | | (1,098) | | |
Net cash used in investing activities
|
| | | $ | (4,468) | | | | | $ | (1,098) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from exercise of stock options
|
| | | | 324 | | | | | | 655 | | |
Proceeds from issuance of Series D convertible preferred stock
|
| | | | — | | | | | | 250,000 | | |
Stock issuance costs for Series D convertible preferred stock
|
| | | | — | | | | | | (2,812) | | |
Net cash provided by financing activities
|
| | | $ | 324 | | | | | $ | 247,843 | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | (124,576) | | | | | | 177,164 | | |
Cash and cash equivalents, beginning of year
|
| | | | 214,578 | | | | | | 37,414 | | |
Cash and cash equivalents, end of year
|
| | | $ | 90,002 | | | | | $ | 214,578 | | |
Supplemental Disclosures | | | | ||||||||||
Cash paid for interest
|
| | | | — | | | | | | — | | |
Cash paid for income taxes
|
| | | | — | | | | | | — | | |
Property and Equipment
|
| |
Estimated Useful Life
|
|
Software | | | 3 years | |
Machinery and equipment | | | 3 – 5 years | |
Furnitures and fixtures | | | 5 – 7 years | |
Leasehold improvements | | |
Lesser of estimated useful life or remaining lease term
|
|
| | |
Pattern of
Recognition |
| |
2019
|
| |
2018
|
| ||||||
By Product Type: | | | | | | | | | | | | | | | | |
Devices and accessories
|
| | Point-in-time | | | | $ | 25,081 | | | | | $ | 1,516 | | |
Subscription services and other services
|
| | Over time | | | | | 2,502 | | | | | | 10 | | |
Total revenue
|
| | | | | | $ | 27,583 | | | | | $ | 1,526 | | |
By Geographical Market: | | | | | | | | | | | | | | | | |
United States
|
| | | | | | $ | 23,997 | | | | | $ | 1,524 | | |
International
|
| | | | | | | 3,586 | | | | | | 2 | | |
Total revenue
|
| | | | | | $ | 27,583 | | | | | $ | 1,526 | | |
|
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
Accounts receivable, net
|
| | | $ | 1,951 | | | | | $ | 756 | | |
Deferred revenue, current
|
| | | | 3,200 | | | | | | 248 | | |
Deferred revenue, non-current
|
| | | | 587 | | | | | | 42 | | |
| | |
2019
|
| |
2018
|
| ||||||
Raw materials
|
| | | $ | 842 | | | | | $ | 2,695 | | |
Work-in-progress
|
| | | | 5,176 | | | | | | 7,731 | | |
Finished goods
|
| | | | 3,423 | | | | | | 340 | | |
Total inventories
|
| | | $ | 9,441 | | | | | $ | 10,766 | | |
| | |
2019
|
| |
2018
|
| ||||||
Security deposits
|
| | | $ | 1,956 | | | | | $ | 1,828 | | |
Vendor advances
|
| | | | 52,179 | | | | | | 13,320 | | |
| | | | | 54,135 | | | | | | 15,148 | | |
Less current portion of vendor advances
|
| | | | (5,239) | | | | | | (9,620) | | |
Total non-current security deposits and vendor advances
|
| | | $ | 48,896 | | | | | $ | 5,528 | | |
| | |
2019
|
| |
2018
|
| ||||||
Machinery and equipment
|
| | | $ | 4,485 | | | | | $ | 2,802 | | |
Leasehold improvements
|
| | | | 1,424 | | | | | | 15 | | |
Construction in progress
|
| | | | 1,311 | | | | | | — | | |
Other
|
| | | | 210 | | | | | | 158 | | |
| | | | | 7,430 | | | | | | 2,975 | | |
Less accumulated depreciation amortization
|
| | | | (2,105) | | | | | | (1,364) | | |
Property and equipment, net
|
| | | $ | 5,325 | | | | | $ | 1,611 | | |
| | |
2019
|
| |
2018
|
| ||||||
Employee compensation
|
| | | $ | 2,208 | | | | | $ | 1,334 | | |
Customer deposits
|
| | | | 1,171 | | | | | | 214 | | |
Accrued warranty liability
|
| | | | 876 | | | | | | 133 | | |
Non-income tax
|
| | | | 1,646 | | | | | | 294 | | |
Other
|
| | | | 1,050 | | | | | | 247 | | |
Total other current liabilities
|
| | | $ | 6,951 | | | | | $ | 2,222 | | |
| | |
2019
|
| |
2018
|
| ||||||
Balance, beginning of period
|
| | | $ | 133 | | | | | $ | — | | |
Warranty provision charged to operations
|
| | | | 2,203 | | | | | | 160 | | |
Warranty claims
|
| | | | (1,460) | | | | | | (27) | | |
Balance, end of period
|
| | | $ | 876 | | | | | $ | 133 | | |
|
Class
|
| |
Year of
Issuance |
| |
Issuance
Price per share |
| |
Shares
Authorized, Issued and Outstanding |
| |
Total
Proceeds or Exchange Value |
| |
Issuance
Costs |
| |
Net
Carrying Value |
| |
Initial
Liquidation Price per share |
| ||||||||||||||||||
Series A
|
| |
2012
|
| | | $ | 0.04 | | | | | | 25,952,123 | | | | | $ | 1,038 | | | | | $ | 11 | | | | | $ | 1,027 | | | | | $ | 0.80 | | |
Series B
|
| |
2014
|
| | | | 0.80 | | | | | | 25,000,000 | | | | | | 20,000 | | | | | | 99 | | | | | | 19,901 | | | | | | 0.80 | | |
Series C
|
| |
2014 – 2015
|
| | | | 3.33 | | | | | | 27,948,045 | | | | | | 93,067 | | | | | | 246 | | | | | | 92,821 | | | | | | 3.33 | | |
Series D
|
| |
2018
|
| | | | 10.27 | | | | | | 24,342,746 | | | | | | 250,000 | | | | | | 2,812 | | | | | | 247,188 | | | | | | 10.27 | | |
| | | | | | | | | | | | | | 103,242,914 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding at January 1, 2018
|
| | | | 12,008,005 | | | | | $ | 1.63 | | | | | | 8.26 | | | | | | 11,287 | | |
Granted
|
| | | | 3,730,500 | | | | | | 3.89 | | | | | | | | | | | | | | |
Exercised
|
| | | | (471,706) | | | | | | 1.39 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (1,593,248) | | | | | | 2.97 | | | | | | | | | | | | | | |
Outstanding at December 31, 2018
|
| | | | 13,673,551 | | | | | | 2.10 | | | | | | 7.74 | | | | | | 30,252 | | |
Granted
|
| | | | 1,785,056 | | | | | | 4.31 | | | | | | | | | | | | | | |
Exercised
|
| | | | (171,730) | | | | | | 1.89 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (594,544) | | | | | | 2.68 | | | | | | | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 14,692,333 | | | | | $ | 2.35 | | | | | | 6.94 | | | | | | 47,820 | | |
Options exercisable at December 31, 2018
|
| | | | 7,157,149 | | | | | $ | 1.52 | | | | | | 6.88 | | | | | | 19,971 | | |
Options exercisable at December 31, 2019
|
| | | | 9,788,082 | | | | | $ | 1.90 | | | | | | 6.39 | | | | | | 36,207 | | |
Vested and expected to vest at December 31, 2018
|
| | | | 12,109,558 | | | | | $ | 2.02 | | | | | | 7.62 | | | | | | 27,785 | | |
Vested and expected to vest at December 31, 2019
|
| | | | 13,559,748 | | | | | $ | 2.27 | | | | | | 6.85 | | | | | | 45,138 | | |
| | |
2019
|
| |
2018
|
|
Risk free interest rate
|
| |
2.3% – 2.5%
|
| |
2.3% – 3.0%
|
|
Expected dividend yield
|
| |
0%
|
| |
0%
|
|
Expected term
|
| |
6 years – 6.1 years
|
| |
5.8 years – 6.6 years
|
|
Expected volatility
|
| |
50%
|
| |
55%
|
|
| | |
2019
|
| |
2018
|
|
Risk free interest rate
|
| |
1.5% – 2.7%
|
| |
2.6% – 3.1%
|
|
Expected dividend yield
|
| |
0%
|
| |
0%
|
|
Expected term
|
| |
8.1 years to 10 years
|
| |
9 years to 10 years
|
|
Expected volatility
|
| |
50%
|
| |
55%
|
|
| | |
2019
|
| |
2018
|
| ||||||
Employee awards
|
| | | $ | 2,853 | | | | | $ | 1,917 | | |
| | |
2019
|
| |
2018
|
| ||||||
Nonemployee awards
|
| | | | 3,185 | | | | | | 3,672 | | |
Total stock-based compensation expense
|
| | | $ | 6,038 | | | | | $ | 5,589 | | |
|
| | |
2019
|
| |
2018
|
| ||||||
Stock options granted to employee
|
| | | | 1,344,000 | | | | | | 2,179,000 | | |
Stock options granted to nonemployee
|
| | | | 441,056 | | | | | | 1,551,500 | | |
Total stock options granted
|
| | | | 1,785,056 | | | | | | 3,730,500 | | |
| | |
2019
|
| |
2018
|
| ||||||
Cost of revenue – Subscription
|
| | | $ | 15 | | | | | $ | 15 | | |
Research and development
|
| | | | 3,693 | | | | | | 3,304 | | |
Sales and marketing
|
| | | | 1,041 | | | | | | 1,327 | | |
General and administrative
|
| | | | 1,289 | | | | | | 943 | | |
Total stock-based compensation expense
|
| | | $ | 6,038 | | | | | $ | 5,589 | | |
| | |
2019
|
| |
2018
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
Numerator for Basic and Dilutive EPS – Loss available to common stockholders
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
Denominator: | | | | | | | | | | | | | |
Common stock
|
| | | | 5,622,752 | | | | | | 5,268,889 | | |
Denominator for Basic and Dilutive EPS – Weighted-average common stock
|
| | | | 5,622,752 | | | | | | 5,268,889 | | |
Basic and dilutive loss per share
|
| | | $ | (17.73) | | | | | $ | (9.63) | | |
| | |
2019
|
| |
2018
|
| ||||||
Outstanding options to purchase common stock
|
| | | | 14,692,333 | | | | | | 13,673,551 | | |
Outstanding Convertible Preferred Stock (Series A through D)
|
| | | | 103,242,914 | | | | | | 103,242,914 | | |
Total anti-dilutive common equivalent shares
|
| | | | 117,935,247 | | | | | | 116,916,465 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Federal
|
| | | $ | (98,833) | | | | | $ | (50,765) | | |
Foreign
|
| | | | (864) | | | | | | — | | |
Loss before provision for income taxes
|
| | | $ | (99,697) | | | | | $ | (50,765) | | |
| | |
Year Ended December 31,
|
| |||||||||
(In Thousands)
|
| |
2019
|
| |
2018
|
| ||||||
Income at US Statutory Rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State Taxes, net of Federal benefit
|
| | | | 3.30% | | | | | | 4.71% | | |
Permanent Differences
|
| | | | (0.44)% | | | | | | (0.49)% | | |
Tax Credits
|
| | | | 1.32% | | | | | | 1.98% | | |
Foreign Rate Differential
|
| | | | (0.01)% | | | | | | 0.00% | | |
Valuation Allowance
|
| | | | (25.04)% | | | | | | (26.71)% | | |
Other
|
| | | | (0.12)% | | | | | | (0.49)% | | |
| | | | | 0.00% | | | | | | 0.00% | | |
|
| | |
Year Ended December 31,
|
| |||||||||
(In Thousands)
|
| |
2019
|
| |
2018
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 52,717 | | | | | $ | 31,271 | | |
Tax Credits
|
| | | | 5,271 | | | | | | 3,855 | | |
Stock Compensation
|
| | | | 2,346 | | | | | | 1,596 | | |
Accruals & Reserves
|
| | | | 1,785 | | | | | | 433 | | |
Other
|
| | | | 154 | | | | | | 122 | | |
Total Deferred tax assets
|
| | | $ | 62,273 | | | | | $ | 37,277 | | |
Valuation Allowance
|
| | | | (62,157) | | | | | | (37,191) | | |
Total Deferred tax assets
|
| | | $ | 116 | | | | | $ | 86 | | |
Deferred tax liabilities | | | | | | | | | | | | | |
Depreciation
|
| | | | (116) | | | | | | (86) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| Years ending December 31: | | | | | | | |
|
2020
|
| | | $ | 1,634 | | |
|
2021
|
| | | | 1,675 | | |
|
2022
|
| | | | 1,717 | | |
|
2023
|
| | | | 1,760 | | |
|
2024
|
| | | | 1,849 | | |
|
Thereafter
|
| | | | 8,273 | | |
|
Total future minimum rental payments
|
| | | $ | 16,908 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 51,686 | | | | | $ | 90,002 | | |
Accounts receivable, net
|
| | | | 2,828 | | | | | | 1,951 | | |
Inventories
|
| | | | 14,942 | | | | | | 9,441 | | |
Current portion of vendor advances
|
| | | | 236 | | | | | | 5,239 | | |
Prepaid expenses and other current assets
|
| | | | 2,656 | | | | | | 1,793 | | |
Due from related parties
|
| | | | 446 | | | | | | 829 | | |
Total current assets
|
| | | $ | 72,794 | | | | | $ | 109,255 | | |
Property and equipment, net
|
| | | | 6,881 | | | | | | 5,325 | | |
Security deposits and non-current portion of vendor advances
|
| | | | 48,837 | | | | | | 48,896 | | |
Other assets – related party
|
| | | | 1,581 | | | | | | 1,661 | | |
Total assets
|
| | | $ | 130,093 | | | | | $ | 165,137 | | |
Liabilities, convertible preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 8,330 | | | | | $ | 5,168 | | |
Deferred revenue, current
|
| | | | 5,350 | | | | | | 3,200 | | |
Due to related parties
|
| | | | 7 | | | | | | 6 | | |
Accrued purchase commitments, current
|
| | | | 63,376 | | | | | | — | | |
Accrued expenses and other current liabilities
|
| | | | 8,879 | | | | | | 6,951 | | |
Total current liabilities
|
| | | $ | 85,942 | | | | | $ | 15,325 | | |
Deferred revenue, non-current
|
| | | $ | 1,099 | | | | | $ | 587 | | |
Convertible debt
|
| | | | 21,019 | | | | | | — | | |
Loan payable
|
| | | | 4,366 | | | | | | — | | |
Other non-current liabilities
|
| | | | 624 | | | | | | 566 | | |
Total liabilities
|
| | | $ | 113,050 | | | | | $ | 16,478 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
Convertible preferred stock: | | | | | | | | | | | | | |
Convertible preferred stock (Series A, B, C and D) $.0001 par value with an aggregate liquidation preference of $383,829; 103,242,914 shares authorized, issued and outstanding
|
| | | | 360,937 | | | | | | 360,937 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock $.0001 par value; 102,000,000 and 102,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 5,865,800 and 5,720,842 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively.
|
| | | | 1 | | | | | | 1 | | |
Special-voting common stock, $.0001 par value; 25,952,123 shares authorized; 0 shares issued and outstanding
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 27,969 | | | | | | 19,782 | | |
Accumulated deficit
|
| | | | (371,864) | | | | | | (232,061) | | |
Total stockholders’ deficit
|
| | | $ | (343,894) | | | | | $ | (212,278) | | |
Total liabilities, convertible preferred stock and stockholders’ deficit
|
| | | $ | 130,093 | | | | | $ | 165,137 | | |
| | |
Nine months ended September 30
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Revenue: | | | | | | | | | | | | | |
Product
|
| | | $ | 25,820 | | | | | $ | 15,405 | | |
Subscription
|
| | | | 4,777 | | | | | | 1,441 | | |
Total revenue
|
| | | $ | 30,597 | | | | | $ | 16,846 | | |
Cost of revenue: | | | | | | | | | | | | | |
Product (including losses on purchase commitments of $64.0 million and $0.0, respectively)
|
| | | $ | 99,259 | | | | | $ | 23,212 | | |
Subscription
|
| | | | 1,260 | | | | | | 427 | | |
Total cost of revenue
|
| | | $ | 100,519 | | | | | $ | 23,639 | | |
Gross margin
|
| | | $ | (69,922) | | | | | $ | (6,793) | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | $ | 36,427 | | | | | $ | 34,593 | | |
Sales and marketing
|
| | | | 17,408 | | | | | | 8,216 | | |
General and administrative
|
| | | | 15,651 | | | | | | 12,164 | | |
Total operating expenses
|
| | | | 69,486 | | | | | | 54,973 | | |
Loss from operations
|
| | | $ | (139,408) | | | | | $ | (61,766) | | |
Interest income
|
| | | $ | 238 | | | | | $ | 2,332 | | |
Interest expense
|
| | | | (418) | | | | | | — | | |
Other income (expense), net
|
| | | | (183) | | | | | | (27) | | |
Loss before provision for income taxes
|
| | | $ | (139,771) | | | | | $ | (59,461) | | |
Provision for income taxes
|
| | | | 32 | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (139,803) | | | | | $ | (59,461) | | |
Net loss per common share attributable to common stockholders, basic and diluted
|
| | | $ | (24.09) | | | | | $ | (10.61) | | |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
| | | | 5,804,354 | | | | | | 5,604,129 | | |
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
stockholders’ deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
December 31, 2018
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,549,112 | | | | | $ | 1 | | | | | $ | 13,420 | | | | | $ | (132,364) | | | | | $ | (118,943) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (59,461) | | | | | | (59,461) | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 97,749 | | | | | | — | | | | | | 201 | | | | | | — | | | | | | 201 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,112 | | | | | | — | | | | | | 4,112 | | |
September 30, 2019
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,646,861 | | | | | $ | 1 | | | | | $ | 17,733 | | | | | $ | (191,825) | | | | | $ | (174,091) | | |
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
stockholder’s deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
December 31, 2019
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,720,842 | | | | | $ | 1 | | | | | $ | 19,782 | | | | | $ | (232,061) | | | | | $ | (212,278) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (139,803) | | | | | | (139,803) | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 144,958 | | | | | | — | | | | | | 391 | | | | | | — | | | | | | 391 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,796 | | | | | | — | | | | | | 7,796 | | |
September 30, 2020
|
| | | | 103,242,914 | | | | | $ | 360,937 | | | | | | | 5,865,800 | | | | | $ | 1 | | | | | $ | 27,969 | | | | | $ | (371,864) | | | | | $ | (343,894) | | |
| | |
Nine months ended September 30
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (139,803) | | | | | $ | (59,461) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 904 | | | | | | 497 | | |
Loss on disposal of property and equipment
|
| | | | 131 | | | | | | 3 | | |
Write-down of inventories
|
| | | | 6,923 | | | | | | 2,602 | | |
Stock-based compensation expense
|
| | | | 7,727 | | | | | | 4,112 | | |
Provision for bad debt
|
| | | | 598 | | | | | | — | | |
Accrued interest expense on convertible debt and loan payable
|
| | | | 418 | | | | | | — | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (1,475) | | | | | | 168 | | |
Inventories
|
| | | | (12,426) | | | | | | (3,433) | | |
Prepaid expenses and other current assets
|
| | | | (863) | | | | | | 53 | | |
Security deposits and vendor advances
|
| | | | 5,064 | | | | | | (51,815) | | |
Due from related parties
|
| | | | 383 | | | | | | 657 | | |
Other assets – related party
|
| | | | 81 | | | | | | 111 | | |
Accounts payable
|
| | | | 3,236 | | | | | | 5,254 | | |
Deferred revenue
|
| | | | 2,662 | | | | | | 2,188 | | |
Due to related parties
|
| | | | 1 | | | | | | (624) | | |
Accrued purchase commitments
|
| | | | 63,376 | | | | | | — | | |
Accrued expenses and other liabilities
|
| | | | 1,986 | | | | | | 1,680 | | |
Net cash used in operating activities
|
| | | $ | (61,077) | | | | | $ | (98,008) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (2,597) | | | | | | (2,477) | | |
Net cash used in investing activities
|
| | | $ | (2,597) | | | | | $ | (2,477) | | |
Cash flows from financing activities:
|
| | | | | | | | | | | | |
Proceeds from exercise of stock options
|
| | | | 391 | | | | | | 201 | | |
Proceeds from loan payable
|
| | | | 4,317 | | | | | | — | | |
Proceeds from issuance of convertible debt, net
|
| | | | 20,650 | | | | | | — | | |
Net cash provided by financing activities
|
| | | $ | 25,358 | | | | | $ | 201 | | |
Net decrease in cash and cash equivalents
|
| | | $ | (38,316) | | | | | $ | (100,284) | | |
Cash and cash equivalents, beginning of period
|
| | | $ | 90,002 | | | | | $ | 214,578 | | |
Cash and cash equivalents, end of period
|
| | | $ | 51,686 | | | | | $ | 114,294 | | |
Supplemental Disclosures | | | | | | | | | | | | | |
Cash paid for interest
|
| | | | — | | | | | | — | | |
Cash paid for income taxes
|
| | | | — | | | | | | — | | |
| | | | | | | | |
Nine months ended
September 30 |
| |||||||||
| | |
Pattern of Recognition
|
| |
2020
|
| |
2019
|
| |||||||||
By Product Type | | | | | | | | | | | | | | | | | | | |
Device and accessories
|
| |
Point-in-Time
|
| | | $ | 25,820 | | | | | $ | 15,405 | | | |||
Subscription services and other services
|
| | | | OverTime | | | | | | 4,777 | | | | | | 1,441 | | |
Total | | | | | | | | | | $ | 30,597 | | | | | $ | 16,846 | | |
By geographical market: | | | | | | | | | | | | | | | | | | | |
United States
|
| | | | | | | | | $ | 22,021 | | | | | $ | 16,004 | | |
International
|
| | | | | | | | | | 8,576 | | | | | | 842 | | |
Total | | | | | | | | | | $ | 30,597 | | | | | $ | 16,846 | | |
|
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accounts receivable, net
|
| | | $ | 2,828 | | | | | $ | 1,951 | | |
Deferred revenue, current
|
| | | | 5,350 | | | | | | 3,200 | | |
Deferred revenue, non-current
|
| | | | 1,099 | | | | | | 587 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Raw materials
|
| | | $ | 3,452 | | | | | $ | 842 | | |
Work-in progress
|
| | | | 5,562 | | | | | | 5,176 | | |
Finished goods
|
| | | | 5,928 | | | | | | 3,423 | | |
Total inventories
|
| | | $ | 14,942 | | | | | $ | 9,441 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Employee compensation
|
| | | $ | 3,223 | | | | | $ | 2,208 | | |
Customer deposits
|
| | | | 605 | | | | | | 1,171 | | |
Accrued warranty liability
|
| | | | 1,708 | | | | | | 876 | | |
Non-income tax
|
| | | | 2,743 | | | | | | 1,646 | | |
Other
|
| | | | 600 | | | | | | 1,050 | | |
Total other current liabilities
|
| | | $ | 8,879 | | | | | $ | 6,951 | | |
| | |
September 30,
2020 |
| |
September 30,
2019 |
| ||||||
Balance, beginning of period
|
| | | $ | 876 | | | | | $ | 133 | | |
Warranty provision charged to operations
|
| | | | 2,037 | | | | | | 1,627 | | |
Warranty claims
|
| | | | (1,205) | | | | | | (964) | | |
Balance, end of period
|
| | | $ | 1,708 | | | | | $ | 796 | | |
|
Class
|
| |
Year of
Issuance |
| |
Issuance
Price per share |
| |
Shares
Authorized, Issued and Outstanding |
| |
Total Proceeds or
Exchange Value |
| |
Issuance
Costs |
| |
Net Carrying
Value |
| |
Initial
Liquidation Price per share |
| ||||||||||||||||||
Series A
|
| |
2012
|
| | | $ | 0.04 | | | | | | 25,952,123 | | | | | $ | 1,038 | | | | | $ | 11 | | | | | $ | 1,027 | | | | | $ | 0.80 | | |
Series B
|
| |
2014
|
| | | | 0.80 | | | | | | 25,000,000 | | | | | | 20,000 | | | | | | 99 | | | | | | 19,901 | | | | | | 0.80 | | |
Series C
|
| |
2014 – 2015
|
| | | | 3.33 | | | | | | 27,948,045 | | | | | | 93,067 | | | | | | 246 | | | | | | 92,821 | | | | | | 3.33 | | |
Series D
|
| |
2018
|
| | | | 10.27 | | | | | | 24,342,746 | | | | | | 250,000 | | | | | | 2,812 | | | | | | 247,188 | | | | | | 10.27 | | |
| | | | | | | | | | | | | | 103,242,914 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Number of
options |
| |
Weighted Average
Exercise Price |
| ||||||
Outstanding at December 31, 2019
|
| | | | 14,692,333 | | | | | $ | 2.35 | | |
Granted
|
| | | | 11,736,667 | | | | | | | | |
Exercised
|
| | | | 144,958 | | | | | | | | |
Forfeited
|
| | | | 985,589 | | | | | | | | |
Outstanding at September 30, 2020
|
| | | | 25,298,453 | | | | | | 3.52 | | |
Options exercisable at September 30, 2020
|
| | | | 12,045,389 | | | | | | 2.19 | | |
Vested and expected to vest at September 30, 2020
|
| | | | 22,155,266 | | | | | | 3.35 | | |
| | |
Nine Months Ended
September 30 |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenue – Subscription
|
| | | $ | 12 | | | | | $ | 12 | | |
Research and development
|
| | | | 3,391 | | | | | | 2,524 | | |
Sales and marketing
|
| | | | 1,482 | | | | | | 705 | | |
General and administrative
|
| | | | 2,842 | | | | | | 871 | | |
Total stock-based compensation expense
|
| | | $ | 7,727 | | | | | $ | 4,112 | | |
| | |
Nine Months Ended
September 30 |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (139,803) | | | | | $ | (59,461) | | |
Numerator for Basic and Dilutive EPS – Loss available to Common stockholders
|
| | |
$
|
(139,803)
|
| | | |
$
|
(59,461)
|
| |
Denominator: | | | | | | | | | | | | | |
Common stock
|
| | | | 5,804,354 | | | | | | 5,604,129 | | |
Denominator for Basic and Dilutive EPS – Weighted-average Common stock
|
| | | | 5,804,354 | | | | | | 5,604,129 | | |
Basic and dilutive loss per share
|
| | | $ | (24.09) | | | | | $ | (10.61) | | |
| | |
Nine Months Ended
September 30 |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Outstanding options to purchase common stock
|
| | | | 24,347,961 | | | | | | 14,836,441 | | |
Outstanding convertible preferred stock (Series A through D)
|
| | | | 103,242,914 | | | | | | 103,242,914 | | |
Total anti-dilutive common equivalent shares
|
| | | | 127,590,875 | | | | | | 118,079,355 | | |
|
| | |
Nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Total incurred for operating expenses
|
| | | $ | 4,265 | | | | | $ | 5,329 | | |
| | |
September 31,
2020 |
| |
December 31,
2019 |
| ||||||
Due from related parties
|
| | | $ | 433 | | | | | $ | 812 | | |
Prepaid advances (included in Other assets – related party)
|
| | | | 1,424 | | | | | | 1,533 | | |
| Fiscal year ending December 31: | | | | | | | |
|
2020 (Remaining period)
|
| | | $ | 101 | | |
|
2021
|
| | | | 744 | | |
|
2022
|
| | | | 1,767 | | |
|
2023
|
| | | | 1,841 | | |
|
2024
|
| | | | 1,849 | | |
|
Thereafter
|
| | | | 8,273 | | |
|
Total future minimum rental payments
|
| | |
$
|
14,575
|
| |
| | |
Page
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If to the Company, to:
Longview Acquisition Corp. 767 Fifth Avenue, 44th Floor New York, NY 10153 Attn: Mark Horowitz Email: mark@glenviewcapital.com Telephone No.: (212) 812-4720 |
| |
with copies (which shall not constitute notice) to:
Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Attn: Carl P. Marcellino Email: carl.marcellino@ropesgray.com Telephone No.: (212) 841-0623 |
|
Name(s) of Subscriber: |
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Signature of Authorized Signatory of Subscriber: |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Attention: |
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Email: |
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Facsimile No.: |
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Telephone No.: |
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Number of Shares: |
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EIN Number: |
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Subscriber Name: |
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By: |
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Address: |
|
| | | | | C-1 | | | |
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Exhibit
|
| |
Description
|
| ||||
| | 99 | .6* | | | | Consent of John Hammergren to be named as director. | |
| | 99 | .7* | | | | Consent of S. Louise Phanstiel to be named as director. | |
| | 101 | .INS | | | | XBRL Instance Document | |
| | 101 | .SCH | | | | XBRL Taxonomy Extension Schema Document | |
| | 101 | .CAL | | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
| | 101 | .DEF | | | | XBRL Taxonomy Extension Definition Linkbase Document | |
| | 101 | .LAB | | | | XBRL Taxonomy Extension Label Linkbase Document | |
| | 101 | .PRE | | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | | LONGVIEW ACQUISITION CORP. | | |||
| | | | By: | | |
/s/ John Rodin
Name: John Rodin
Title: Chief Executive Officer |
|
|
Name
|
| |
Title
|
| |
Date
|
|
| | | | | | | | |
|
*
Larry Robbins
|
| |
Chairman
|
| |
January 25, 2021
|
|
|
/s/ John Rodin
John Rodin
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
January 25, 2021
|
|
|
/s/ Mark Horowitz
Mark Horowitz
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 25, 2021
|
|
|
*
Westley Moore
|
| |
Director
|
| |
January 25, 2021
|
|
|
*
Derek Cribbs
|
| |
Director
|
| |
January 25, 2021
|
|
|
*
Randy Simpson
|
| |
Director
|
| |
January 25, 2021
|
|
|
*By: /s/ Mark Horowitz
Mark Horowitz, Attorney-in-Fact |
| | |
Exhibit 10.8.2
January 24, 2021
Laurent Faracci
Re: | Separation Agreement |
Dear Laurent:
The purpose of this letter agreement (this “Agreement”) is to confirm your resignation from Butterfly Network, Inc. (the “Company”) as its Chief Executive Officer as of January 23, 2021, and to set forth the terms of your resignation and separation from Company and Insperity PEO Services, L.P. (“Insperity”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the Effective Date (as defined below).
1. | Separation of Employment. You resigned your employment with Company effective as of January 23, 2021 (the “Separation Date”). You acknowledge and agree that from and after the Separation Date, you will not represent yourself as an employee or agent of Company or Insperity. As of the Separation Date, you shall have been deemed to have resigned from each and every office, position or responsibility in which you served for Company and each of its affiliates, subsidiaries or divisions, including as a director of Company. |
2. | Company Equity. You were granted options (each, an “Option”) to purchase shares of Company’s common stock pursuant to the terms of the following four option agreements: |
· Option No. 540-ISO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “540-ISO Award”);
· Option No. 540-NQO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “540-NQO Award”);
· Option No. 541 Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “541 Award”); and
· Option No. 542 Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “542 Award”).
Each of the forgoing Options is subject to the terms of Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). Subject to Section 5, as of the Separation Date, you acknowledge and agree that the table below sets forth a complete and accurate list of Options as of the Separation Date:
Issuing Company | Grant Number | Grant Date | # of Shares Granted | # of Shares Vested | Type of Option |
Butterfly Network, Inc. | 540-ISO | April 23, 2020 | 55,000 | 0 | Time-Based |
Butterfly Network, Inc. | 540-NQO | April 23, 2020 | 4,295,000 | 0 | Time-Based |
Butterfly Network, Inc. | 541 | April 23, 2020 | 1,635,000 | 0 | Performance-Based |
Butterfly Network, Inc. | 542 | April 23, 2020 | 1,635,000 | 0 | Performance-Based |
You acknowledge and agree that as of the Separation Date, you are not vested in any of the shares under the 540-ISO Award or the 540-NQO Award and, subject to Section 5, all unvested shares subject to the 540-ISO Award and the 540 NQO Award will be forfeited as of the Separation Date. You and the Company acknowledge that the 541 Award and the 542 Award will remain outstanding in accordance with their terms through April 23, 2021, the three month period following the Separation Agreement. You further acknowledge that: (a) the Company expects to enter into the transactions contemplated by that certain Business Combination Agreement by and among Longview Acquisition Corp. (“Parent”), a Delaware corporation, Clay Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and the Company (as amended from time to time, the "Business Combination Agreement") pursuant to which, among other things, (i) Merger Sub will merge with and into the Company with the Company as the surviving company in the merger and (ii) each share of the Company's capital stock (other than shares of the Company's Series A Preferred Stock) will automatically be converted into the right to receive shares of Class A common stock, par value $0.0001 per share, of Parent, as set forth in, and subject to, the Business Combination Agreement (the “Business Combination”); (b) the Business Combination is not and will not result in a “2X Financing” (as that term is defined in the 541 Award) and is not and will not result in a “5X Financing” (as that term is defined in the 542 Award); (c) none of the shares subject to the 541 Award or the 542 Award will vest in connection with the consummation of the Business Combination or the surviving company’s shares becoming publicly tradable securities as a result of the Business Transaction; and (d) if a 2X Financing or a 5X Financing does not occur by April 23, 2021, neither the 541 Award or the 542 Award will vest and you will forfeit both the 541 Award and the 542 Award in total to the Company on such date.
3. | Affiliate Equity. Your offer letter from Company dated December 18, 2019 (the “Offer Letter”) provided that, subject to the approval of the Board of Directors of Hyperfine Research, Inc. (“Hyperfine”), you would receive an option to acquire up to 350,000 shares of common stock (the “Hyperfine Option”) and, subject to the approval of the Board of Directors of 4Bionics, LLC (“4Bionics”), you would receive 409,000 Incentive Units (the “4Bionics Unit Award”), in each case subject to vesting based on your continued employment with Company. You and Company agree that you have not satisfied as of the Separation Date any of the vesting or forfeiture requirements on which the foregoing equity awards would have been predicated; and you therefore do not have any rights to hold or acquire any shares of common stock of Hyperfine or any Incentive Units of 4Bionics. |
4. | Relocation Payment. You will promptly repay to Company the net amount that you received after withholding from the December 15, 2020 $161,864.70 relocation bonus. Once repaid, Company will deduct from your 2020 W-2 wages the gross amount of $161,864.70. |
5. | Separation Benefits. In exchange for the promises and release of claims contained herein, Company shall provide you with the following (the “Separation Benefits”): |
(a) | A cash severance amount equal to $900,000 (the “Severance”), such amount representing one (1) year of your base salary and a bonus equal to fifty-percent (50%) of your base salary. The Severance, less applicable withholdings, will be paid on Company’s first payroll pay date occurring on or after the Effective Date. |
(b) | Notwithstanding the terms of the Offer Letter, Company will also pay you an amount equal to $150,000, such amount representing the bonus payable for 2020 (the “2020 Bonus”). The 2020 Bonus will be paid in a lump sum payment in February 2021, less all applicable federal, state, local and other legally required or authorized deductions. You acknowledge that the Company has the sole obligation to pay the amounts due under Sections 5(a) and (b), and that Insperity has no obligation to pay the additional compensation, even though the payments may be processed through Insperity. |
2 |
(c) | Notwithstanding anything in any Option Agreement or Plan to the contrary: (x) the number of shares subject to the 540-ISO Award and the 540-NQO Award that would have vested if you had remain employed through the one (1) year anniversary of the Separation Date shall vest as of the Effective Date as set forth in the chart below (the “Vested Options”); (y) the Vested Options shall remain exercisable until the five (5) year anniversary of the Separation Date; and (z) except as modified in this Section, the 540-ISO Award and the 540-NQO Awards shall survive the execution of this Agreement continue to be governed by the terms of the applicable Stock Option Agreement and the Plan: |
Issuing Company | Grant Number | Grant Date | # of Shares Granted | # of Shares Vested | Type of Option |
Butterfly Network, Inc. | 540-ISO | April 23, 2020 | 55,000 | 19,244 | Time-Based |
Butterfly Network, Inc. | 540-NQO | April 23, 2020 | 4,295,000 | 1,503,247 | Time-Based |
You acknowledge that except for the Separation Benefits, your final wages, and any accrued but unused vacation (each of which shall be paid to you in accordance with Company’s regular payroll practices and applicable law), you are not now and shall not in the future be entitled to any other compensation from Company or any of its affiliates, subsidiaries or divisions, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity, units, stock, stock options, carve out, paid time off or any other form of compensation or benefit.
6. | COBRA Benefits. Regardless of whether you sign the Agreement, you shall have the right to elect to continue your medical and dental benefits pursuant to the terms and conditions of COBRA. Your eligibility for benefits under COBRA, the amount of such benefits, and the terms and conditions of such benefits, shall be determined by COBRA statutory and regulatory guidelines. Subject to your timely election of continuation coverage under COBRA and your signing this Agreement, Company will reimburse you or pay on your behalf the monthly premium payable to continue your and your eligible dependents’ participation in the Company’s group health plan for the twelve month period following the Separation Date, provided that if you become eligible for coverage under a subsequent employer’s group health plan, the Company’s obligation to reimburse you under this Section will immediately terminate. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, Company-paid premiums will be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. |
7. | Unemployment Benefits. By virtue of your separation of employment, you shall be entitled to apply for unemployment benefits. The determination of your eligibility for such benefits (and the amount of benefits to which you may be entitled) shall be made by the appropriate state agency pursuant to applicable state law. Company agrees that it shall not contest any claim for unemployment benefits by you. Company, of course, shall not be required to falsify any information. |
8. | Return of Property, Confidentiality, Non-Disparagement, and Related Matters. You expressly acknowledge and agree to the following: |
(a) | You have returned to Company all documents (and any copies, duplicates, or replicas thereof), and property, including, without limitation, any laptop computer that was provided to you by Company or any of its affiliates, including 4-Combinator, Inc., 4Catalyzer Corporation, Company’s and their respective divisions, affiliates, parents, subsidiaries and related entities, and all of its and their owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (collectively, the “Company Affiliates”) during your employment with Company, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of Company’s and Company Affiliates’ trade secrets and/or confidential and proprietary documents and information. |
3 |
(b) | In the event that you receive an order, subpoena, request, or demand for disclosure of Company’s or a Company Affiliate’s trade secrets and/or confidential and proprietary documents and information from any court or governmental agency, or from a party to any litigation or administrative proceeding, unless prohibited by a court or government agency order, you shall as soon as reasonably possible and prior to disclosure notify Company of the same, in order to provide Company with the opportunity to assert its or a Company Affiliate’s respective interests in addressing or opposing such order, subpoena, request, or demand. |
(c) | You agree that all information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law). |
(d) | You previously executed a Non-Competition, Confidentiality and Intellectual Property Agreement dated December 27, 2019 (the “Confidentiality Agreement”). The Confidentiality Agreement remains in full force and effect and survives the termination of your employment with Company. You will honor and abide by the terms and provisions of the Confidentiality Agreement. |
(e) | You will not make any statements that are disparaging about, or adverse to, the interests or business of Company or any Company Affiliate (including their respective officers, directors, employees, and direct or indirect shareholders) including, without limitation, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of Company or any Company Affiliate (including its officers, directors, employees, and direct or indirect shareholders). You further agree not to make any statements that are disparaging about, or adverse to, the interests or business of Glenview Capital Management, LLC, its subsidiaries and affiliates or any of their respective officers, directors, employees, and direct or indirect members or equity holders (“Glenview”). You also agree that through the closing date of the Business Combination and for 90 days thereafter, you will not make any public media statements with respect to the Business Combination, the parties to the Business Combination or your separation of employment without the prior approval of Company in any manner whatsoever (including through the use of any social networking sites, blogs, forums or any similar medium, including in response to inquiries from other users of such medium) whether directly or indirectly through a third party (and Company hereby approves statements that are consistent with the public statements made by Company). |
(f) | Your breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to Company, shall entitle Company to recover any Separation Benefits already paid or provided to you pursuant to Section 4 of this Agreement and result in the immediate forfeiture and termination of the Vested Options. |
4 |
(g) | Company and Parent will not make in any public press statement, and Company will cause each of Company’s directors and executive officers and Parent’s directors and named executive officers not to make, any statements that are disparaging about, or adverse to you. |
9. | Your Release of Claims. |
(a) | You hereby agree and acknowledge that by signing this Agreement and accepting the Separation Benefits, and for other good and valuable consideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of Insperity, 4-Combinator, Inc. and 4Catalyzer Corporation, each of the foregoing entities’ respective divisions, affiliates, parents, subsidiaries and related entities, including Hyperfine and 4Bionics, and all of the foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against Company or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the generality of the foregoing, you specifically waive and release Company and Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation: |
(i) | Claims under any New York (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lily Ledbetter Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the New York State Human Rights Law, the New York State Fair Credit Reporting Act, the New York State Correction Law, the New York Quarantine Leave Law, the New York City Human Rights Law, including but not limited to the New York City Fair Chance Act, the New York City Earned Sick and Safe Time Act, and the Stop Credit Discrimination in Employment Act, and any similar New York or other federal, state or local statute. |
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(ii) | Claims under any New York (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar New York or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation. |
(iii) | Claims under any New York (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, wrongful termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, fraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery. |
(iv) | Claims under any New York (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sarbanes-Oxley Act of 2002 and any similar New York or other federal, state or local statute. |
(v) | Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, any Option, the Plan and the Offer Letter other than as such rights have been specifically preserved under this Agreement; |
(vi) | Claims against Company or any Company Party arising out of or related to the alleged vesting of shares under the 541 Award, the 542 Award or the Plan arising out of or in connection with the Business Combination; |
(vii) | Claims against Company, any Company Party, Hyperfine or 4Bionics arising out or related to the Hyperfine Option or the 4Bionics Unit Award; or |
(viii) | Any other Claim arising under other local, state or federal law. |
(b) | Notwithstanding the foregoing, this Section 8 does not: |
(i) | Release Company or any Company Party from any obligation expressly set forth in this Agreement; |
(ii) | Waive or release any legal claims to vested benefits under Company’s employee benefit plans, including Company’s 401(k) plan; |
(iii) | Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws; |
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(iv) | Waive or release any legal claims to indemnification under the indemnification agreement between you and Company and Company’s director and officers’ insurance policies in effect from time to time; |
(iv) | Prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, the New York State Division of Human Rights, New York City Commission on Human Rights, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, law enforcement, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to you pursuant to such a program under the Securities Exchange Act of 1934. |
(d) | You further understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past or present, arising from or attributable to any conduct of Company or any Company Party. You acknowledge that you may later discover facts in addition to or different from those which you now believe to be true with respect to the matters released in this Agreement. You, however, agree that you have taken that possibility into account in reaching this Agreement, and that the release in this Agreement will remain in effect as a full and complete release for all claims existing as of the date you execute this Agreement, notwithstanding the discovery or existence of additional or different facts. |
(e) | You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Separation Benefits provided to you under the terms of this Agreement. |
10. | Registration Rights Agreement and Lockup Agreement. If Company consummates the Business Combination, (a) the Company hereby agrees that you may be a party to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) contemplated by the Business Combination Agreement as a Butterfly Holder ( as defined in the Registration Rights Agreement), and (b) you hereby agree and commit that during the Lock-Up Period, you shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Company’s Common Stock or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock, including the Vested Options, whether now owned or hereinafter acquired, that is owned directly by you (including securities held as a custodian) or with respect to which you may have beneficial ownership within the rules and regulations of the Securities and Exchange Commission (such securities that are subject to the Lock-up Period, the “Restricted Securities”) and you agree to enter into a related lock up agreement in the form to be entered into by affiliates of Company. The Lock-Up Period means: the period ending on the earlier of (i) 180 days after the closing of the Business Combination (the “Closing”); and (ii) subsequent to the Closing, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading days after the Closing or (y) the date on which Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The foregoing restriction is expressly agreed to preclude you from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than you. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. You hereby represent and warrant that you now have and for the duration of the Lock-up Period, will continue to have good and marketable title to the Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact your ability to comply with the foregoing restrictions. You agree and consent to the entry of stop transfer instructions with Company’s transfer agent and registrar against the transfer of any Restricted Securities during the Lock-up Period. |
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11. | Waiver of Employment. You hereby waive and release forever any right or rights you may have to employment with Company and any affiliate thereof at any time in the future, and agree not to seek or make application for employment with Company or any affiliate thereof. |
12. | Reference Requests. To the extent Company receives any reference request for you from a prospective employer, Company shall only provide dates of employment and last position held, and shall not otherwise characterize or discuss the nature of or circumstances surrounding your separation from employment from Company. |
13. | Modification; Waiver; Severability. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of Company’s right to seek enforcement of such provision in the future. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. |
14. | Choice of Law and Venue; Jury Waiver. This Agreement shall be deemed to have been made in New York and shall be governed by and construed in accordance with the laws of New York, without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action. |
15. | Entire Agreement. You acknowledge and agree that, other than the Confidentiality Agreement, the 540-ISO Award, and the 540-NQO Award, which are expressly incorporated herein by reference and stated as surviving the signing of this Agreement, this Agreement supersedes any and all prior or contemporaneous oral and written agreements between you and Company, and sets forth the entire agreement between you and Company. |
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16. | Tax Matters. Company will withhold required federal, state, and local taxes from any and all payments contemplated by this Agreement. Other than Company’s obligation and right to withhold, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including, but not limited to, those imposed under Section 409A of the Code (as defined below)). It is intended that payments and benefits made or provided to you under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986 (as amended) (the “Code”) or an exemption to Section 409A of the Code. You acknowledge and agree, however, that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including, without limitation, to consequences related to Section 409A of the Code. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. |
17. | Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. |
18. | ADEA Waiver. You understand and agrees that with respect to any possible claim arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) you: |
a. | Have had the opportunity to consider this Agreement for a full twenty-one (21) calendar days before executing it (the “Review Period”), and if signing this Agreement before the end of the Review Period, you have voluntarily waived the remainder of the Review Period. |
b. | Have carefully read and fully understands all of the provisions of this Agreement. |
c. | Are, through this Agreement, releasing Company and all of Company Parties from any and all claims you may have against them. |
d. | Knowingly and voluntarily agree to all of the terms set forth in this Agreement. |
e. | Knowingly and voluntarily intend to be legally bound by the terms of this Agreement. |
f. | Were advised and hereby are advised in writing to consider the terms of this Agreement and to consult with an attorney of your choice prior to executing this Agreement. |
g. | Understand that rights or claims under the ADEA that may arise due to acts or omissions that occur after the Effective Date are not waived. |
h. | Understand that you have a period of seven (7) calendar days after the date that you sign this Agreement to revoke your acceptance of the terms of this Agreement by actually completing delivery of (not merely dispatching) a written notification by e-mail to Mary Miller, General Counsel, c/o Butterfly Network, Inc., mmiller@butterflynetinc.com |
19. | Execution and Delivery. Delivery of this Agreement by you to Company shall be effective provided it is made no earlier than the Separation Date and no later than February 15, 2021. The executed Agreement should be delivered to Company by scanning and then e-mailing it to Mary Miller, General Counsel, c/o Butterfly Network, Inc., mmiller@butterflynetinc.com. You understand that you have seven (7) calendar days from the date you sign this Agreement to revoke your consent to this Agreement. Any such revocation must be in writing and timely delivered by e-mail to the email address directly above. If you revoke this Agreement, all of its provisions shall be void and unenforceable. This Agreement shall become effective on the eighth day after you sign it, so long as you have not exercised your right to revoke it (such date, the “Effective Date”). |
[Signature Page Follows]
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This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement in accordance with Section 18 above.
Sincerely,
BUTTERFLY NETWORK, INC.
By: | /s/ Jonathan M. Rothberg | |
Jonathan M. Rothberg | ||
Chairman of the Board | ||
Date: | January 24, 2021 |
Agreed and Acknowledged:
/s/ Laurent Faracci | ||
Laurent Faracci | ||
Date: | January 24, 2021 |
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Exhibit 10.14
TODD FRUCHTERMAN (“Executive”)
and BUTTERFLY NETWORK, INC. (the “Company”)
EMPLOYMENT TERM SHEET
This Employment Term Sheet is intended to summarize the preliminary, principal terms of a proposal by the Company to employ Executive as its Chief Executive Officer. This term sheet is binding on the parties and will be effective and enforceable pending the negotiation and execution of definitive documents between the parties.
Title: | Chief Executive Officer |
Reporting Relationship: | Reports to Board of Directors (the “Board”) |
Duties, Authorities Responsibilities: | Commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Company may designate from time to time that are not inconsistent with Executive’s position. Executive shall devote his best efforts and substantially all of his business time to the performance of his duties as CEO. |
Director: | During the Term, the Company will propose to the shareholders of the Company the election and reelection of Executive as a member of the Board. Executive will be provided indemnification commensurate with the indemnification provided to other directors. |
Term: | Employment as the Company’s Chief Executive Officer will begin upon execution of a definitive employment agreement or upon a mutually agreed upon later start date (the “Effective Date”) and will continue “at will” unless and until terminated by either party in accordance with the “Termination” provisions set forth below. |
Compensation: | Base Salary: $750,000 per annum, payable according the Company’s customary payroll practices. Executive will be eligible for a reasonable annual growth in compensation under the oversight and judgment of the Compensation Committee and the approval of the Board of Directors.
Annual Bonus: Target bonus equal to 100% of the then-current Base Salary based on performance metrics determined by the Board after consultation with Executive. The Annual Bonus will scale based on exceeding or partially achieving annual performance metrics, subject to a cap of 200% of the then-current Base Salary.
Reimbursement Bonus. The Company will pay to Executive a Reimbursement Bonus having a net, after tax amount after withholding and payroll tax equal to $1,583,000 within five (5) business days of the Effective Date, which net amount Executive will use to repay his existing legal obligation to his current employer. The Executive will file with the applicable federal and state taxing authorities for all appropriate refunds in connection with the repayment of his obligation and the resulting reduction in his 2020 gross income as a result of the repayment to his current employer and will pay all such reimbursements not otherwise payable to his current employer over to the Company. Notwithstanding the foregoing, Executive and the Company agree to cooperate with each other to structure the Reimbursement Bonus to be tax efficient for each of the Company and Executive and minimize its cost to the Company and to the Executive, including by approaching the Executive’s current employer to accept repayment of the net amount of the Executive’s obligation and to adjust Executive’s 2020 income accordingly. |
Signing Bonus: $1,000,000, payable to executive in two equal payments of $500,000. The initial payment of $500,000 would be made to Executive on the Company’s next payroll period following the Effective Date and the second and final payment of $500,000 would be made to executive on the next payroll period following the first anniversary of the Effective Date. The Signing Bonus will be subject to repayment if Executive is terminated for Cause or resigns without Good Reason on or prior to the first anniversary of the Effective Date.
Initial Equity Award: The Company will grant Executive an initial option award to purchase 1,500,000 shares of the Company’s Common Stock at an exercise price equal to the shares’ fair market value on the grant date (expected to be approximately $15.87 per 409A valuation). The options will vest 25% on the first anniversary of the Effective Date and then in equal monthly installments over the next three years.
In addition, the Company will grant Executive a restricted stock unit award to receive 1,000,000 shares of the Company’s Common Stock. The RSU’s will vest 25% on each of the first four anniversaries of the Effective Date.
Additional Equity Awards: Executive will be eligible for annual equity awards subject to such time and performance vesting as determined by the Compensation Committee at the time of such grant. For the 2021 performance year, Executive will receive an award with a fair market value of $2,300,000 on the grant date, 50% in the form of stock options and 50% in the form of restricted stock units, which will vest over three years pursuant to the time-based and performance criteria determined by the Compensation Committee. Vesting criteria for future awards: (i) performance vesting not to exceed 50% of the value of any annual equity award and (ii) time based and performance-based vesting not to differ materially from performance measures applied to rest of management team.
Employee Benefits: Executive will be eligible to participate in plans and perquisites sponsored by the Company. The Company acknowledges that Executive will manage his vacation in accordance with the Company’s flexible vacation policy (and the Executive’s use of annual vacation time of six weeks or less will not be deemed a breach of his duties to the Company). The Company will reimburse Executive for reasonable, customary relocation expenses and legal fees related to negotiation of these employment terms. Perquisites to include (i) annual reimbursement to Executive for all reasonable expenses related to the preparation and finalization of Executive’s tax returns for the 2020 and 2021 tax years, and (ii) an allowance in 2021 of $20,000 for expenses related to estate planning.
Business Travel: At all times during the Term, Executive is authorized to conduct all business-related travel in Business Class accommodations.
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Termination: |
Executive’s employment may be terminated:
· By the Company because of Executive’s death.
· By the Company because Executive is Disabled. Disabled means that Executive is unable to perform the essential functions of his position as CEO, with or without a reasonable accommodation, for a period of 120 calendar days within any rolling 12-month period (whether or not consecutive) or is eligible for benefits under a long-term disability plan sponsored by the Company.
· By the Company for Cause. Cause means: (i) willful misconduct or gross negligence in the performance of Executive’s duties as Chief Executive Officer; (ii) refusal to follow the lawful directions of the Board; (iii) breach of a fiduciary duty owed to the Company or its shareholders; (iv) fraud, embezzlement or other material dishonesty with respect to the Company; (v) violation of applicable federal, state or local law or regulation governing the Company’s business; (vi) commission, conviction, plea of nolo contendere, guilty plea, or confession to a crime based upon an act of fraud, embezzlement or dishonesty or to a felony; (vii) habitual abuse of alcohol or any controlled substance or reporting to work under the influence of alcohol or any controlled substance (other than a controlled substance that Executive is properly taking under a current prescription), (viii) misappropriation (or attempted misappropriation) by Executive of any material assets or business opportunities of the Company or any of its subsidiaries or affiliates; (ix) a material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during Executive’s employment, including policies and rules prohibiting discrimination or harassment; or (x) a material breach of this Agreement, the Non-Competition, Confidentiality and Intellectual Property Agreement or any other written agreement between the Company or one of its subsidiaries and Executive, provided that Executive will have 30 days after notice from the Board to cure a failure or a breach under (ix) or (x), if curable.
· By the Company without Cause.
· By Executive with Good Reason. Good Reason means: means the occurrence of any of the following events without Executive’s consent; provided, that any resignation by Executive due to any of the following conditions will only be deemed for Good Reason if: (i) Executive gives the Board written notice of the intent to terminate for Good Reason within 30 days following the first occurrence of the event that Executive believes constitutes Good Reason; (ii) the Company fails to cure, if curable, such event within 30 days following receipt of Executive’s written notice; and (iii) Executive actually resigns his employment within 60 days after delivering his notice to the Board: (a) a material reduction of Executive’s Base Salary as in effect immediately prior to the reduction; (b) a material reduction by the Company of Executive’s Target Annual Bonus as in effect immediately prior to the reduction, provided a compensation plan change that affects similarly all employees at similar levels will not constitute Good Reason; (c) a material reduction in Executive’s authority, duties or responsibilities, provided however, following a Change in Control Event, a change in job title or reporting relationship without a reduction in Executive’s base salary or annual bonus target will not constitute Good Reason; (d) relocation of the offices at which Executive is required to work to a location that would increase Executive’s one-way commute by more than 50 miles; or (e) failure of Executive to be re-elected to Board of the Company for any period during the Term.
· By Executive without Good Reason.
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Compensation Upon Termination: |
· If the Company terminates Executive’s employment because of his death, because he is Disabled, or for Cause, or Executive resigns without Good Reason, Executive will receive:
o accrued and unpaid Base Salary;
o any earned, but unpaid annual bonus; and
o un-reimbursed expenses (the “Accrued Obligations”)
o only in the event of termination because of Executive’s death or because he is Disabled, such additional amount of initial sign-on restricted stock and option grants that represents no less than 50% of the initial grant amounts.
· If, other than during a Change in Control Period:
(i) the Company terminates Executive’s employment without Cause; or
(ii) Executive resigns with Good Reason;
Executive will receive:
o the Accrued Obligations;
o Severance equal to 12 months Base Salary and Target Bonus, paid as continued salary over 12 months;
o Payment of an amount equal to COBRA premiums for 12 months; and
o 12 months additional vesting of outstanding time-based vesting equity awards.
o 100% accelerated vesting for the initial sign-on restricted stock unit award of 1,000,000 shares of the Company’s Common Stock.
· If, during a Change in Control Period, the Company terminates Executive’s employment without Cause or if Executive resigns with Good Reason, Executive will receive:
o the Accrued Obligations;
o Severance equal to 2.0 times the sum of the Base Salary and Target Bonus, paid as continued salary over 24 months;
o Payment of an amount equal to COBRA premiums for 24 months; and
o 100% accelerated vesting for all outstanding equity awards with time-based vesting.
o If Executive’s termination is effective during a Change in Control Period, but prior to the closing of the Change in Control Event, any outstanding equity awards with performance-based vesting will remain eligible to vest in connection with the closing of the Change in Control.
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The “Change in Control Period” is the period commencing on the date beginning 90 days prior to the public announcement of a Change in Control Event and ending on the two year anniversary of the consummation of a Change in Control Event.
A “Change in Control Event” means the occurrence of any of the following:
· any person or group of persons (other than the Company or its affiliates) becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities (the “Outstanding Company Voting Securities”) (but excluding any bona fide financing event in which securities are acquired directly from the Company); or
· the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (i) that results in the Outstanding Company Voting Securities immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the Outstanding Company Voting Securities (or such surviving entity or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof) outstanding immediately after such merger or consolidation, or (ii) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
· the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (i) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (ii) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof;
All severance benefits will be conditioned on Executive signing a general release of claims in the form to be attached to the definitive employment agreement.
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Post-Employment Restrictions: | Executive will be subject to a Company-standard Non-Competition, Confidentiality and Intellectual Property Agreement, which includes covenants to protect confidential information and to assign intellectual property to the Company, a one year post-employment covenant not to compete with the Company in the United States in the field of ultrasound technologies, devices and applications, a two year post-employment covenant not to solicit or service the Company’s customers or prospective customers to or for a competing business, and a two year post-employment covenant not to solicit or hire the Company’s employees or contractors. |
Miscellaneous: |
Indemnification: The Company will continue to indemnify Executive as provided under Executive’s existing indemnification agreement with the Company.
Disputes: Disputes will be subject to arbitration before JAMS, provided that disputes under the Non-Competition, Confidentiality and Intellectual Property Agreement will be subject to enforcement in the courts.
Governing Law: New York |
Executed as of January 23, 2021 | |||
BUTTERFLY NETWORK, INC. | TODD FRUCHTERMAN | ||
By: | /s/ Jonathan M. Rothberg | /s/ Todd Fruchterman | |
Name: | Jonathan M. Rothberg | ||
Title: | Chairman of the Board |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Amendment No. 3 to the Registration Statement on Form S-4, of our report dated March 24, 2020, relating to the balance sheet of Longview Acquisition Corp. as of February 12, 2020, and the related statements of operations, changes in shareholder’s equity and cash flows for the period from February 4, 2020 (inception) through February 12, 2020, appearing in the proxy statement/prospectus, which is a part of this Registration Statement, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
January 22, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-250995 on Amendment No. 3 of Form S-4 of our report dated November 27, 2020, relating to the financial statements of Butterfly Network, Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
January 25, 2021
Exhibit 99.1
LONGVIEW
ACQUISITION CORP. 767 FIFTH AVENUE, 44TH FLOOR NEW YORK, NY 10153VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comUse
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time
on February 11, 2021, the day before the meeting. Have your proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/LGVW2021SMYou
may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by
the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 p.m. Eastern Time on February 11, 2021, the day before the meeting. Have your proxy card in hand when
you call and then follow the instructions.VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: D29246-S15238LONGVIEW ACQUISITION CORP.THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.The
Board of Directors recommends you vote FOR the following proposals:1. The Business Combination Proposal — to approve the
Business Combination Agreement, dated as of November 19, 2020 (as may be amended, the "Business Combination Agreement"), by and
among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a wholly-owned subsidiary of Longview, and Butterfly Network,
Inc. ("Butterfly"), and the transactions contemplated thereby, pursuant to which Clay Merger Sub, Inc. will merge with and into
Butterfly (the "Merger"), with Butterfly surviving the Merger as a wholly owned subsidiary of Longview.2. The Charter Amendment
Proposal, including the Advisory Charter Amendment Proposals — to approve, assuming Proposal 1 is approved, the proposed
amended and restated certificate of incorporation (the "Proposed Charter") to replace Longview’s current amended and restated
certificate of incorporation, dated May 20, 2020 (the "Current Charter") and to be in effect as of the effective time of the Merger;
and to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and Current Charter:2a.
The Proposed Charter will authorize the issuance of (i) 600,000,000 shares of New Butterfly Class A common stock, (ii) 27,000,000
shares of New Butterfly Class B common stock, and (iii) 1,000,000 shares of preferred stock, as opposed to the Current Charter,
which authorizes the issuance of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Longview Class A common
stock and 20,000,000 shares of Longview Class B common stock, and (b) 1,000,000 shares of Longview preferred stock;2b. Under the
Proposed Charter, holders of New Butterfly Class A common stock will be entitled to cast one vote per share and holders of New
Butterfly Class B common stock will be entitled to cast 20 votes per share, as opposed to the Current Charter, which provides
that each share of Longview Class A common stock and Longview Class B common stock is entitled to one vote per share on each matter
properly submitted to Longview’s stockholders entitled to vote;2c. Under the Proposed Charter, any action required or permitted
to be taken by the stockholders of New Butterfly may be taken by written consent until the time the issued and outstanding shares
of New Butterfly Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock
of New Butterfly that would be entitled to vote for the election of directors, as opposed to the Bylaws of Longview, which permit
holders of Longview capital stock to take stockholder action by written consent;2d. Amendments to the Proposed Charter relating
to stockholders’ rights will require the affirmative vote of (i) so long as any shares of Class A or Class B common stock
are outstanding, at least a majority or two-thirds of the outstanding shares of such class, respectively, voting separately; and
(ii) a majority of the voting power of the then-outstanding capital stock entitled to vote in the election of directors, as opposed
to the Current Charter, which requires any such amendment be approved in accordance with Delaware law;2e. The proposed Bylaws
may be amended by (i) the majority vote of the Board at any meeting at which a quorum is present or (ii) depending on whether
the voting power of the outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority
or 2/3, respectively, of the holders of capital stock entitled to vote, as opposed to the current Bylaws, which may be amended
by a majority of the Board or the holders of a majority of the outstanding shares entitled to vote generally in the election of
directors;2f. The Proposed Charter provides that the number of directors will be fixed and may be modified solely by the Board,
but cannot exceed a certain threshold without the affirmative vote of the holders of, depending on whether the voting power of
the outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority or 2/3, respectively,
of the holders of capital stock entitled to vote, as opposed to the Current Charter, which provides that the number of directors
will be determined by the Board.For Against Abstain! ! ! 3. The NYSE Proposal — to approve, assuming Proposals 1 and 2 are
approved, the issuance of up to 7,500,000 shares of Class A common stock pursuant to the Forward Purchase; 17,500,000 shares of
Class A common stock to the ! ! ! Pipe Investors pursuant to the Subscription Agreements, plus any additional shares pursuant
to Subscription Agreements entered into prior to Closing; and 118,401,695 shares of capital stock to existing Butterfly stockholders
per the Business Combination Agreement, assuming a January 31, 2021 closing date. 4. The Director Election Proposal — to
approve, assuming Proposals 1, 2 and 3 are approved and adopted, the election of seven (7) directors who, upon consummation of
the Business Combination, will become the directors of the company until their respective successors are duly elected and qualified
pursuant ! ! ! to the terms of the Proposed Charter. 4a. Jonathan M. Rothberg, Ph.D. ! ! ! 4b. Larry Robbins4c. Todd M. Fruchterman,
M.D., Ph.D. ! ! ! 4d. Dawn Carfora 4e. John Hammergren ! ! ! 4f. Gianluca Pettiti 4g. S. Louise Phanstiel ! ! ! 5. The Equity
Incentive Plan Proposal — to approve, assuming Proposals 1, 2 and 3 are approved and adopted, the 2020 Equity Incentive
Plan (the "Plan"), including the authorization of the initial share reserve under the Plan, including with respect to the number
of shares that may be issued pursuant to the exercise of incentive stock options granted. 6. The Adjournment Proposal —
to approve the adjournment of the Special ! ! ! Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of Proposals 1, 2, 3 or 5 would
not be duly approved and adopted by the stockholders or we determine that one or more of the closing conditions under the Business
Combination Agreement is not satisfied or waived.NOTE: Such other business as may properly come before the meeting or any adjournment
thereof.For Against Abstain! ! !! ! !For Withhold! !! !! !! !! !! !! !For Against Abstain ! ! !! ! !Please sign exactly as your
name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:The Proxy Statement is available at www.proxyvote.com.D29247-S15238LONGVIEW ACQUISITION CORP.Special Meeting of StockholdersFebruary 12, 2021 8:00 AM Eastern TimeThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) John Rodin and Mark Horowitz, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock and Class B common stock of LONGVIEW ACQUISITION CORP. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 8:00 AM, EST on February 12, 2021, virtually at www.virtualshareholdermeeting.com/LGVW2021SM, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side
Exhibit 99.3
CONSENT TO REFERENCE IN PROXY STATEMENT/
PROSPECTUS
24 January, 2021
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Longview Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the merger described in the proxy statement/prospectus.
Sincerely, | |
/s/ Todd M. Fruchterman, M.D., Ph.D. | |
Todd M. Fruchterman, M.D., Ph.D. |
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