Amended Current Report Filing (8-k/a)
28 Marzo 2022 - 4:35AM
Edgar (US Regulatory)
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Butterfly Network, Inc. (the "Company") has determined that an administrative error occurred in connection with the filing of its Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the "SEC") on February 4, 2022 (the "Original Report"). While the Original Report was reviewed and approved by the appropriate officer of the Company prior to its filing with the SEC, the Company did not obtain a manual or electronic signature from the Company's officer whose conformed signature was set forth in the Original Report, as required by Rule 12b-11 and Rule 302(b) of Regulation S-T under the Securities Exchange Act of 1934, as amended (the "Signature Authorization Rules"). This Amendment No. 1 on Form 8-K/A (the "Amendment No. 1") to the Original Report is being filed in order to reflect that the Company has obtained the required signature to this Amendment No. 1 from the appropriate officer, as required by the Signature Authorization Rules. Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Amendment No. 1 does not change the previously reported financial results, if any, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was made.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 31, 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.) |
530 Old Whitfield Street
Guilford, Connecticut |
06437 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (203) 689-5650
N/A
(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. ¨
EXPLANATORY NOTE
Butterfly Network, Inc. (the “Company”)
has determined that an administrative error occurred in connection with the filing of its Current Report on Form 8-K that was filed with
the Securities and Exchange Commission (the “SEC”) on February 4, 2022 (the “Original Report”). While the Original
Report was reviewed and approved by the appropriate officer of the Company prior to its filing with the SEC, the Company did not obtain
a manual or electronic signature from the Company’s officer whose conformed signature was set forth in the Original Report, as required
by Rule 12b-11 and Rule 302(b) of Regulation S-T under the Securities Exchange Act of 1934, as amended (the “Signature Authorization
Rules”). This Amendment No. 1 on Form 8-K/A (the “Amendment No. 1”) to the Original Report is being filed in order to
reflect that the Company has obtained the required signature to this Amendment No. 1 from the appropriate officer, as required by the
Signature Authorization Rules.
Except as described above, this Amendment No.
1 does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Amendment No. 1 does not change the
previously reported financial results, if any, nor does it reflect events occurring after the date of the Original Report. Information
not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was made.
Item 2.02 Results of Operations and Financial Condition.
As previously reported,
on January 11, 2022, Butterfly Network, Inc. (the “Company”) issued a press release reporting preliminary unaudited financial
information, including that revenue for the fourth quarter of 2021 is anticipated to be in the range of approximately $17.9 million to
$18.9 million and that revenue for the full year 2021 is anticipated to be in the range of $61.5 million to $62.5 million (the “Preliminary
Revenue Results”), which represents an increase in the full year 2021 revenue guidance of $60 million to $62 million that the Company
issued on November 15, 2021. As of the date hereof, the Company confirms its expectation that its revenues will be within or slightly
above the ranges included in the Preliminary Revenue Results. Further, the Company confirms its expectation that the 2022 revenue growth
rate will exceed the 33-35% growth rate achieved in 2021.
The preliminary financial
information included in this Current Report on Form 8-K is unaudited and is subject to completion of the Company’s quarter and year-end
closing procedures and further financial review. The Company has provided expected ranges, rather than specific amounts, because these
results are preliminary and subject to change. Actual results may differ from these estimates as a result of the completion of our quarter
and year-end closing procedures, review adjustments and other developments that may arise between now and the time such financial information
for the period is finalized. As a result, these estimates are preliminary, may change and constitute forward-looking information and,
as a result, are subject to risks and uncertainties. These preliminary estimates should not be viewed as a substitute for full financial
statements prepared in accordance with United States generally accepted accounting principles, and they should not be viewed as indicative
of the Company’s results for any future period. The Company’s independent registered public accountants have not audited,
reviewed, compiled, or performed any procedures with respect to these estimated financial results and, accordingly, do not express an
opinion or any other form of assurance with respect to these preliminary estimates.
The information included
under Item 2.02 of this Current Report on Form 8-K 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 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2022, Stephanie
Fielding, CFA, who joined the Company in April 2020 as Senior Vice President of Finance and was promoted to Chief Financial Officer in
November 2020, delivered her resignation as the Chief Financial Officer of the Company, effective as of April 30, 2022 (the “Resignation
Date”), to pursue opportunities outside of the Company. Ms. Fielding's resignation is not a result of any matter relating to the
Company's accounting or financial policies or procedures. In connection with her resignation, the Company and Ms. Fielding entered into
a separation agreement (the “Separation Agreement”), effective as of February 3, 2022, and which provides that Ms. Fielding
will remain employed by the Company through the Resignation Date in order to assist in the transition of the chief financial officer role.
The Company has launched a search for Ms. Fielding’s replacement and, pending the appointment of such replacement, Ms. Fielding
has agreed to continue to serve as the principal financial officer and principal accounting officer of the Company through the Resignation
Date. In addition, provided that Ms. Fielding does not revoke the Separation Agreement within seven days of signing and returning it and
complies with the terms of the Separation Agreement, including the release and waiver provided therein, on the Resignation Date the Company
will pay Ms. Fielding an Annual Bonus equal to $150,000 for the year ended December 31, 2021. The Separation Agreement also includes
other customary provisions.
A copy of the Separation Agreement
is filed as Exhibit 10.1 to this Current Report on Form 10-K and the foregoing description is subject in all respects to the actual terms
of the Separation Agreement.
Item 9.01 Financial Statements and Exhibits.
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: March 28, 2022
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