Form 8-K Butterfly Network, Inc. For: Mar 28

 

 

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): March 28, 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. ¨

 

 

 

Item 8.01.

Other Events.

 

As previously disclosed, Butterfly Network, Inc. (the “Company”) has determined that an administrative error occurred in connection with its filing of the following reports (the “Reports”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

 

·

The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021;

 

·

The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021; and

 

·

The Company’s Current Reports on Form 8-K filed between May 13, 2021 and February 28, 2022 (a total of eleven Current Reports).

 

While all of the Reports were reviewed and approved by the appropriate executive officers and directors of the Company, as applicable, prior to their filing with the SEC, the Company did not obtain manual or electronic signatures (“authenticating signatures”) of the officers and directors whose conformed signatures were set forth in the Reports, before or at the time of filing, as required by Rule 12b-11 and Rule 302(b) of Regulation S-T under the Exchange Act.

 

On March 28, 2022, the Company filed with the SEC amendments to the Reports (collectively, “Revised Reports”) to address the fact that the Company did not timely obtain the authenticating signatures. There were no additional substantive changes in any of the Revised Reports.

 

Rule 144 for Public Resales. Following the filing of the Revised Reports, the Company believes it is now in compliance with the current public information requirements of Rule 144 under the Securities Act of 1933, as amended, and sales pursuant to the resale exemptions provided by Rule 144 may resume.

 

Suspension of Resale Registration Statement. The Company filed, and on March 10, 2022, the SEC declared effective, a post-effective amendment on Form S-3 to the Company’s Registration Statement on Form S-1 (File No. 333-254836) (the “Registration Statement”) covering the resale of (i) the shares of the Company’s Class A common stock purchased in a private placement on February 12, 2021 (the “Private Placement”), (ii) shares held by current and former affiliates (and certain of their transferees) of the Company and its subsidiaries and (iii) shares of the Company's Class A common stock underlying the Company's public warrants. On March 21, 2022, the Company suspended the use of the Registration Statement. The Company intends to file with the SEC for its review an amendment to the Registration Statement to convert the registration statement on Form S-3 into a registration statement on Form S-1 (the “Post-Effective Amendment”). The Company expects to file the Post-Effective Amendment with the SEC as soon as possible. However, during the pendency of the SEC’s review of the Post-Effective Amendment, all sales under the Registration Statement and accompanying prospectus will remain suspended until further notice from the Company to the stockholders affected by this suspension.  

 

The Company notes that only (i) stockholders who purchased shares in the Private Placement, (ii) current and former affiliates (and certain of their transferees) of the Company and its subsidiaries, and (iii) holders of the Company’s outstanding public warrants for which the issuance of shares of Class A common stock underlying the public warrants is registered on the Registration Statement, are affected by the current unavailability of the Registration Statement. Any other stockholders who acquired shares of Class A common stock from Longview Acquisition Corp. in its initial public offering or at any time before or at the time of the Company’s business combination with Longview Acquisition Corp. or thereafter will not need to use the Registration Statement in order to sell their shares.

 

 

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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