0001804176 false 0001804176 2022-11-01 2022-11-01 0001804176 dei:FormerAddressMember 2022-11-01 2022-11-01 0001804176 us-gaap:CommonClassAMember 2022-11-01 2022-11-01 0001804176 us-gaap:WarrantMember 2022-11-01 2022-11-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 1, 2022

 

BUTTERFLY NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-39292 84-4618156

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

1600 District Avenue
Burlington, MA

 

01803

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 689-5650

 

530 Old Whitfield Street

Guilford, Connecticut 06437

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

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

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

  BFLY   The New York Stock Exchange

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share

  BFLY WS   The New York Stock Exchange

 

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

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On November 3, 2022, Butterfly Network, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2022 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Except for the information disclosed under Item 5.02 below, the information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 1, 2022, Stacey Pugh, Chief Commercial Officer of the Company, notified the Company of her resignation effective as of November 24, 2022 to pursue another opportunity. Ms. Pugh’s departure was not the result of any disagreement regarding any matter relating to the Company’s operations, policies or practices.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated November 3, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  BUTTERFLY NETWORK, INC.
     
  By: /s/ Todd M. Fruchterman, M.D., Ph.D.
  Name: Todd M. Fruchterman, M.D., Ph.D.
  Title: President and Chief Executive Officer

 

Date: November 3, 2022