8-K
Butterfly Network, Inc. (BFLY)
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): July 29, 2025
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39292 | 84-4618156 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (IRS Employer <br> Identification No.) | 1600 District Avenue<br><br>Burlington, MA | 01803 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 557-4800
Not applicable
(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 August 1, 2025, Butterfly Network, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2025, Heather C. Getz notified the Company that, effective August 1, 2025, immediately after the Company files with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Effective Date”), Ms. Getz will step down from her role as the Company’s Executive Vice President and Chief Financial & Operations Officer but she will remain an employee of the Company until August 15, 2025. Megan Carlson, the Company’s Chief Accounting Officer and Senior Vice President of Finance & Accounting, has been appointed to serve as Interim Chief Financial Officer as of the Effective Date. Effective August 16, 2025, Ms. Getz will enter into an advisory role with the Company to assist in this transition and to provide other related support at least through March 15, 2026 (the “Departure Date”). The Company has commenced a search for a permanent Chief Financial Officer.
Ms. Getz’s decision to step down is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.
Ms. Carlson, 42, joined the Company in May 2021 and has served in various senior financial roles at the Company, including Vice President, Controller from January 2023 through September 2024, Vice President, Finance & Accounting from September 2024 through June 2025, and Chief Accounting Officer and Senior Vice President, Finance & Accounting since June 2025. Prior to joining the Company, she served in various senior financial roles at Medidata Solutions, a technology company that develops and markets software as a service for clinical trials, from October 2011 through May 2021. Ms. Carlson previously worked as a Senior Consultant at Deloitte & Touche LLP from November 2010 to October 2011, and as a Senior Audit Associate and Audit Associate at Grant Thornton LLP from September 2006 to October 2010. Ms. Carlson received her Bachelor of Science in Business Administration, as well as her Master of Accounting, from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and is a certified public accountant.
Effective upon the Effective Date in recognition of Ms. Carlson's service as Interim Chief Financial Officer, Ms. Carlson’s annual base salary of $350,000 will be supplemented with a monthly stipend equal to $5,833 payable in accordance with the Company's regular payroll schedule for so long as Ms. Carlson serves as the Company’s Interim Chief Financial Officer. No other changes to Ms. Carlson's existing compensation arrangements have been made in connection with her appointment to the role of Interim Chief Financial Officer.
There are no family relationships between Ms. Carlson and any Company director or executive officer, and no arrangements or understandings between Ms. Carlson and any other person pursuant to which she was selected as Interim Chief Financial Officer. Ms. Carlson is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In connection with her resignation, Ms. Getz entered into a separation agreement (the “Separation Agreement”), dated July 29, 2025, which confirms her severance benefits and post-termination obligations. Pursuant to the Severance Agreement, Ms. Getz will receive a cash payment of $430,500, payable following the Departure Date. The Separation Agreement contains a general release of claims by Ms. Getz against the Company, as well as certain customary restrictive covenants. Ms. Getz will not receive any other separation or severance benefits under the Company’s disclosed plans. In addition, Ms. Getz and the Company have entered into an advisory agreement (the “Advisory Agreement”) pursuant to which Ms. Getz will, among other things, assist with the transition of the role of Chief Financial & Operations Officer. Pursuant to the Advisory Agreement, the Company will pay Ms. Getz an advisor fee equal to $33,475 per month and will provide reimbursement of continuation of health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through the Departure Date.
Copies of the Separation Agreement and the Advisory Agreement are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Separation Agreement by and between the Company and Heather C. Getz, dated July 29, 2025 |
| 10.2 | Advisory Agreement by and between the Company and Heather C. Getz, dated July 29, 2025 |
| 99.1 | Press Release datedAugust 1, 2025 |
| 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/ Joseph M. DeVivo | |
| Name: | Joseph M. DeVivo | |
| Title: | Chief Executive Officer, President, and Chairman of the Board | |
| Date: August 1, 2025 |
Document
Exhibit 10.1
July 29, 2025
Heather Getz
[●]
Re: Separation Agreement
Dear Heather:
The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your separation from Butterfly Network, Inc. (“Company”). 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. Your employment with Company will end on August 15, 2025(the “Separation Date”). You further acknowledge and agree that from and after the Separation Date, you will not represent yourself as an employee or agent of Company. 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, and no further action shall be required of you to effectuate the same.
2.Separation Benefits. In exchange for the promises and release of claims contained herein, the Company shall provide you with the benefits set forth below (collectively, the “Separation Benefits”):
(a)a cash payment of $430,500, which will be payable to you on March 15, 2026, provided that such payment shall be contingent upon your execution of this Agreement in accordance with Section 14 hereof and your reaffirmation of this Agreement in accordance with Section 15 of this Agreement;
(b)an opportunity to enter into an Advisory Agreement in the form attached as Exhibit A hereto, with a term at least through March 15, 2026, subject to extension as set forth in the Advisory Agreement;
3.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.
4.Return of Property, Confidentiality, Non-Disparagement, and Related Matters.
You expressly acknowledge and agree to the following:
(a)Except to the extent necessary or appropriate to your performance of services under the Advisory Agreement, 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, 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 the Company. You will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of Company’s and the Company Affiliates’ trade secrets and/or confidential and proprietary documents and information. For clarity, and notwithstanding the foregoing, all of the foregoing Company materials and property shall be returned to the Company promptly after the expiration of the Advisory Agreement.
(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, you shall as soon as reasonably possible and prior to disclosure (if practicable and permitted under the circumstances) 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, but excluding any terms that Company discloses or is required to disclose publicly pursuant to applicable laws, 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 (except to the extent needed to effectuate future employment, provided that you shall not disclose any details aside from those outlined explicitly in this Agreement or the Advisory Agreement in such circumstances) or government agency (except as mandated by state or federal law).
(d)You and the Company previously executed a Non-Competition, Confidentiality and Intellectual Property Agreement dated April 21, 2022 (the “Confidentiality Agreement”). The Confidentiality Agreement, as modified by the Advisory
Agreement, remains in full force and effect, to the extent provided therein and in the Advisory Agreement, and survives the termination of your employment with the Company in accordance with its terms. You will honor and abide by the terms and provisions of the Confidentiality Agreement, as modified by the Advisory Agreement.
(e)You will not make any statements that are disparaging about, or intentionally 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). The Company will instruct its directors and its named executive officers to not make any statements that are disparaging about you, or intentionally adverse to, your interests or your business. This restriction will not restrict your ability, the ability of the Company or the ability of any of the Company’s directors or named executive officers to testify truthfully under oath pursuant to subpoena or other legal process.
(f)Your material, uncured (to the extent curable) breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and, subject to your rights and remedies under Section 10 hereof and/or the Advisory Agreement, as applicable, 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 this Agreement.
5.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 its affiliates, parents, subsidiaries and related entities 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 date on which you execute this Agreement. 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 the 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 date
on which you execute this Agreement. Without limiting the generality of the foregoing, you specifically waive and release Company and the Company Parties from any waivable claim arising from or related to your employment relationship with Company through the date on which you execute this Agreement, including, without limitation:
(i)Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the date on which you sign this Agreement, 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, and any similar or other federal, state or local statute governing the rights of employees.
(ii)Claims under the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business or federal employment related statute, regulation or executive order (as amended through the date on which you sign this Agreement, 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 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 the laws of Delaware, New York, Connecticut or any other state in which the Company operates its business 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)Unvested 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 equity award or plan, or employment letter, other than as such rights have been specifically preserved under this Agreement or the Advisory Agreement; or
(v)Any other Claim arising under other local, state or federal law.
(b)Notwithstanding the foregoing, this Section 5 does not:
(i)Release Company or any Company Party from any obligation expressly set forth in this Agreement or the Advisory Agreement.
(ii)Waive or release any legal claims for vested benefits 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 equity award or plan, or employment agreement.
(iii)Waive or release any legal claims in your capacity as a stockholder of the Company.
(iv)Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws.
(v)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 any state or federal healthcare agencies, the Securities and 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.
(vi)Prohibit you from taking any legal action necessary to enforce the provisions of this Agreement and/or the Advisory Agreement, as applicable.
(c)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, present, or future, arising from or attributable to any conduct of Company or any Company Party, whether set forth in any pleading or demand referred to in this Agreement or not. 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 notwithstanding the discovery or existence of additional or different facts.
(d)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.
6.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; provided, however, that if you request a positive reference from the Company in connection with an application for employment (or employment-related discussions) with a prospective employer, the Company shall not unreasonably withhold the provision of such positive reference to such prospective employer.
7.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 either party 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 such party’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.
8.Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such
other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered mail, return receipt requested, postage prepaid.
If to the Company: Butterfly Network, Inc.
1600 District Avenue
Burlington, MA 01803
If to the employee: Heather Getz
[●]
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by email, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.
9.Choice of Law. This Agreement shall be deemed to have been made in Delaware and shall be governed by and construed in accordance with the laws of Delaware without giving effect to conflict of law principles.
10.Entire Agreement. You acknowledge and agree that, other than the Confidentiality Agreement, the Indemnification Agreement between you and the Company dated as of April 15, 2022, the Advisory Agreement to be entered into on our about the date hereof, and your grant agreements related to any stock options and/or restricted stock units or other equity awards from the Company, 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.
11.Tax Matters. Company will withhold required federal, state, and local taxes from any and all payments contemplated by this Agreement, it being understood, acknowledged and agreed that such tax withholding will not be made with respect to certain payments under the Advisory Agreement, to the extent provided therein. 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), unless and to the extent that taxes, interest, and penalties imposed under Section 409A of the Code are attributable to negligence or willful misconduct on the part of the Company). 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 the 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, and each series of installment payments, if applicable, shall be treated as a series of separate payments, 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. With respect to payments under the Advisory Agreement, the provisions of this Section 11 shall be subject to any provisions with respect to Section 409A under the Advisory Agreement.
12.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.
13.ADEA Waiver. You understand and agree 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 understand all of the provisions of this Agreement.
(c)Are, through this Agreement, releasing Company and all of the Company Parties from certain 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 date on which you sign this Agreement 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 Nick Caezza (ncaezza@butterflynetinc.com).
14.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 21 days after Separation Date. The executed Agreement should be delivered to Company either via DocuSign or by scanning and then e-mailing it to Nick Caezza (ncaezza@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”).
15.Reaffirmation and Reaffirmed Effective Date. As a condition to receiving the payment of the Annual Bonus set forth in Section 4, you will re-execute and re-affirm this Agreement on the signature line as set forth below within twenty-one (21) days following the Separation Date. The re-executed Agreement should be delivered to the Company by scanning and then e-mailing it to Nick Caezza at ncaezza@butterflynetinc.com. You may then revoke your re- affirmation of this Agreement within seven (7) days from the date that you re-sign this Agreement (such date of re-signing, the “Re-Affirmation Date”). Any such revocation must be in writing and timely delivered by e-mail to the email address directly above. The parties agree that your re-execution and re-affirmation of this Agreement without revocation will operate, effective as of the eighth day following the Re-Affirmation Date, to fully and finally release any and all claims each may have against the other in accordance with the terms of this Agreement from the date of initial execution of this Agreement to the Re-Affirmation Date; provided, however, that the Company understands, acknowledges and agrees that no provision of this Section 15 or this Agreement shall be construed as connoting or implying in any way that the Company of any of its affiliates is employing you in any capacity following the Separation Date, including, without limitation, during the period commencing as of the date of initial execution of this Agreement and ending as of the Re-Affirmation Date.
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 15 above.
Sincerely,
BUTTERFLY NETWORK, INC.
| By: | /s/ Joseph DeVivo |
|---|---|
| Date: | 7/29/2025 |
Agreed and Acknowledged:
| /s/ Heather Getz | |
|---|---|
| Heather Getz | |
| Date: | 7/29/2025 |
10
Document
Exhibit 10.2
BFLY Operations, Inc.
1600 District Ave.
Burlington, MA 01803 ADVISORY AGREEMENT
July 29, 2025
Heather C. Getz Dear Heather:
We are pleased that you (“Consultant”) have agreed to perform consulting services for BFLY Operations, Inc. (the “Company,” and together with Consultant, each a “Party” and collectively, the “Parties”), a wholly owned subsidiary of Butterfly Network, Inc. (the “Parent”), during the Term, as hereinafter defined. This Agreement confirms our understanding with respect to
(i) Consultant rendering services to the Company and (ii) Consultant’s agreement to comply with the requirements of that certain Non-Competition, Confidentiality, and Intellectual Property agreement by and between you and the Parent dated April 21, 2022 (the “NDA”), as modified in this Agreement, that apply during the Term. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:
1.Services of Consultant.
(a)Agreement to Perform Services. During the Term, as hereinafter defined, Consultant agrees to render consulting services to the Company as set forth in Section 1(c) hereof (the “Services”). All materials and documents produced in connection with Consultant’s provision of the Services, and all versions thereof, shall be kept in an electronic folder maintained by Company. Company shall provide Consultant with access to such folder for the purpose of providing the Services. In performing the Services for the Company, Consultant shall provide consultation at such times and locations as are mutually agreeable to the Company and Consultant. In connection with Consultant’s performance of the Services, the Company shall have the right to publicize Consultant’s affiliation with the Company to the extent necessary to comply with applicable laws, and otherwise as agreed to between Company and Consultant.
(b)No Contrary Agreement. Consultant acknowledges and agrees that she currently is not a party to, and during the Term she will not enter into, any other, agreement, arrangement, understanding or other relationship pursuant to which Consultant is obligated to render advice and services to a commercial entity in the Company’s “Field of Interest.” The term "Field of Interest" currently means ultrasound technologies, devices, and applications (inclusive of artificial intelligence within ultrasound applications) as well as CMUT and/or semiconductor chip technology within any industry the Company operates within, either directly or in combination with a third-party collaborator, and healthcare services programs similar the Company’s
HomeCare strategy. For clarity, the foregoing definition of the Field of Interest shall supersede and replace the definition of Field of Interest set forth in the NDA.
(c)Scope of Services. Consultant’s Services to the Company under this Agreement shall comprise the following services: (i) assistance to the Company with the transition of various projects and other tasks integral to transitioning the Chief Financial and Operations Officer function to another employee of Parent; and (ii) such other services directly related to the services described in clause (i), as mutually agreed upon by the Parties in writing.
(d)Compensation for Services. The Company shall pay Consultant, as her exclusive cash compensation for the Services and agreements hereunder, a flat rate of $33,475 per month during the Term (the “Consulting Fee”). Payment of the Consulting Fee shall be made monthly in advance (on the 16th day of the month, starting August 16, 2025). Consultant’s restricted stock unit and stock option grants from the Company shall also continue to vest (from and after the Termination Date and through the end of the Term) in accordance with the terms of the relevant underlying grant agreements and the Parent’s Amended and Restated 2020 Equity Incentive Plan (“Equity Plan”), in each case applied as though Consultant is providing continuous services to the Parent. The Parties agree that Consultant is expected to perform no more than 20 hours of service per month in performing the Services and that any recurring level of services above this amount shall require their mutual agreement.
(e)COBRA Premiums. If Consultant elects in a timely manner to continue health insurance coverage after the Consultant’s Termination Date, as hereinafter defined, from the Company in accordance with the provisions of COBRA, the Company will pay the company contribution portion of Consultant’s monthly premium payments (the “COBRA Payments”) until the earlier of: (i) the expiration of the Term; (ii) the date Consultant secures group health plan coverage under another company’s group health plan; or (iii) the date Consultant’s COBRA continuation coverage would terminate in accordance with the provisions of COBRA. Thereafter, health insurance coverage shall be continued only to the extent required by COBRA and only to the extent Consultant timely pays the premium payments. For avoidance of doubt, in order to be eligible (and remain eligible) for continuation of coverage through COBRA, Consultant will be obligated to pay the employee contribution portion of Consultant’s monthly premium payments. Consultant is obligated to promptly notify the Company if and when Consultant secures group health plan coverage under another company’s group health plan. Payment of the COBRA Payments shall commence within both 60 days following the Termination Date and the timeframe required by the applicable insurer(s), such payments to be made directly to the applicable insurer(s) or as a reimbursement to Consultant following Consultant’s submission of proof of payment of the employee portion of the premium to the Company.
(f)Term of Consulting Arrangement. The term of this Agreement shall commence as of August 16, 2025, the first calendar day following the date on which Consultant performs her last hour of service for the Company as an employee (such date, August 15, 2025, the “Termination Date”), and, subject to earlier termination or extension as provided herein, shall continue until March 15, 2026 (the “Term”). Notwithstanding the foregoing, the Parties may agree in writing to an extension to the Term and the Company may terminate the Services, and, therefore, shorten the Term, sooner for Cause. “Cause” as used herein shall mean Consultant’s:
(i) willful misconduct or gross negligence in the performance of the Services; (ii) fraud, embezzlement or other material dishonesty with respect to the Company; (iii) violation of applicable federal, state or local law or regulation applicable to the provision of the Services; (iv) 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; (v) habitual abuse of alcohol or any controlled substance or performing the Services under the influence of alcohol or any controlled substance (other than a controlled substance that Consultant is properly taking under a current prescription); (vi) misappropriation (or attempted misappropriation) by Consultant of any material assets or business opportunities of the Company or any of its subsidiaries or affiliates; or (vii) a material breach of the provisions of the NDA, as modified in this Agreement, provided that Consultant will have 30 days after notice from the Company to cure a breach under (vii), if curable.
2.Continuing Obligations. Consultant’s obligations and the Company’s obligations under this Agreement, other than those set forth in Section 1, shall not be affected: (i) by any termination of the Services prior to the expiration of the Term, including termination upon the Company’s initiative; or (ii) by any change in the nature of the Services provided; or (iii) by any interruption in the Services prior to the expiration of the Term.
3.Prohibited Activity.
(a)Certain Acknowledgements and Agreements. Consultant reaffirms her acknowledgments under Section 1(a) of the NDA.
(b)Covenants Not to Compete. Consultant reaffirms her obligations under Section 1(b) of the NDA, subject to the following modifications, which shall apply notwithstanding any provisions of the NDA to the contrary: Consultant’s obligations under each of Section 1(b)(i) shall continue until one (1) year following termination of the Term, and Section 1(b)(ii) and Section 1(b)(iii) (as modified in Section 3(c) below during the first year following the Term) of the NDA shall continue until two (2) years following termination of the Term, in each case as defined in this Agreement.
(c)No-Hire. During the Term, as defined in this Agreement, and for a period of one
(1) year thereafter, Consultant agrees not to hire, employ, or otherwise engage for compensation or pecuniary benefit any of the Company’s employees whom the Company employs at any time during the Term in any working capacity (whether consulting, part-time, full-time employment, or otherwise) without the prior written consent of the Company. The provisions of this Section 3(c) shall supersede any provisions of Section 1(b)(iii) of the NDA relating to the hiring, employment or retention of Company employees during the first year following the Term. Thereafter, Section 1(b)(iii) of the NDA shall continue to apply in full force and effect as written in the NDA until its expiration as set forth in Section 3(b) of this Agreement.
(d)Reasonableness of Restrictions. Consultant reaffirms her acknowledgments under Section 1(c) of the NDA, construed by giving full effect to the provisions of Sections 3(a), (b) and (c) hereof.
(e)Survival of Acknowledgements and Agreements. Consultant reaffirms her acknowledgements under Section 1(d) of the NDA, construed by giving full effect to the provisions of Sections 3(a), (b), (c) and (d) hereof.
4.Protected Information. Consultant reaffirms her obligations under Section 2 of the NDA to the extent such obligations apply following the Termination Date.
5.Ownership of Ideas, Copyrights and Patents.
(a)Property of the Company. Consultant reaffirms her obligations under Section 3(a) of the NDA to the extent such obligations apply following the Termination Date.
(b)Cooperation. Consultant reaffirms her obligations under Section 3(b) of the NDA to the extent such obligations apply following the Termination Date.
6.Disclosure to Third Parties. Consultant reaffirms her understanding of, and obligations under, the provisions of Section 4 of the NDA; provided, however, that Parent may exercise its rights under Section 4 of the NDA only upon providing advance written notice of its intent to do so to Consultant, unless providing such advance written notice is impracticable under the circumstances, in which case written notice shall be provided as promptly as is practicable under the circumstances.
7.Records. Promptly after Company’s written request therefor, Consultant shall deliver to the Company or otherwise dispose of as requested by the Company any property of the Company which may be in Consultant’s possession including, but not limited to, all products, materials, memoranda, notes, keys, laboratory notebooks, records, data, reports, or documents, or copies of any of the foregoing; provided, however, that, during the Term, Consultant may retain such property to the extent Consultant, in her good faith, reasonable judgment, deems such retention to be necessary and/or appropriate to the performance of the Services during the Term.
8.No Conflicting Agreements. Consultant hereby represents and warrants that it has no commitments or obligations inconsistent with this Agreement. Consultant hereby agrees to indemnify and hold the Company harmless against any loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty; provided, however, that this obligation of Consultant shall not extend to any loss, damage, liability or expense in the nature of exemplary, consequential, liquidated or punitive damages. During the Term, Consultant will not enter into any agreement, either written or oral, which may conflict with this Agreement, and Consultant will arrange to provide the Services under this Agreement in such a manner and at such times that such Services will not conflict with Consultant’s obligations under any other agreement, arrangement, understanding, or relationship that Consultant may have with any third party.
9.Independent Contractors. This Agreement does not constitute, and shall not be construed as constituting, an undertaking by the Company to hire Consultant (or any employee or agent thereof) as an employee of the Company. The Parties understand, acknowledge and agree that, in performing the Services, Consultant will be working as an independent contractor to, and not an employee of, the Company. Without in any way limiting the generality of the foregoing, (i) Consultant will not be entitled to receive any of the benefits provided by the Company to its employees, (ii) Consultant will be solely responsible for the payment of all federal, state and local taxes and contributions imposed or required on income, unemployment insurance, social security and any other law or regulation, (iii) the Company shall be responsible for issuing to Consultant and filing with the appropriate taxing authorities such forms as are required to report the payment of the Consulting Fee hereunder, and (iv) neither of the Parties shall represent Consultant (or any of her employees or agents) as an employee or officer of the Company.
10.Section 409A. The Parties intend that the payments to Consultant hereunder qualify for exemption from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations and other substantive guidance promulgated thereunder (collectively, Section 409A”), and the provisions of this Agreement shall be construed in accordance with such intent. Without in any way limiting the generality of the foregoing, (i) payments of the Consulting Fee are intended to qualify for exemption from the requirements of Section 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A- 1(b)(4), (ii) payments of the COBRA Payments, to the extent taxable to Consultant for federal income tax purposes, are intended to qualify for exemption from the requirements of Section 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the medical benefits rule set forth in Treasury Regulation Section 1.409A-1(b)(9)(v)(C) to the maximum cumulative extent, and (iii) each series of installment payments hereunder constitutes a series of separate payments for purposes of Section 409A.
11.General.
(a)Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) sent by electronic internet mail, email, with a reply acknowledgement by recipient, (iii) sent by overnight courier, or (iv) sent by registered mail, return receipt requested, postage prepaid:
If to the Company: BFLY Operations, Inc.
1600 District Ave.
Burlington, MA 01803 Attn: Legal Dept.
If to Consultant: At the address set forth on the last page of this Agreement.
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by email, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on
the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.
(b)Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. Notwithstanding the foregoing, aside from the NDA provisions this Agreement is specifically identified as modifying, the NDA shall continue in full force and effect to the extent provided therein.
(c)Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the Parties hereto.
(d)Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the Party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
(e)Assignment. The Company is entitled to assign or transfer its rights and obligations and delegate its duties hereunder to a successor-interest or a subsidiary or affiliate that agrees in writing to discharge in full the Company’s obligations to Consultant hereunder. You may not assign or transfer any of your rights under this Agreement nor delegate any duties or assign your obligations under this agreement without the prior written consent of the Company. Any assignment in conflict herewith shall be null and void ab initio.
(f)Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the Parties hereto and, in the case of the Company, its parents, subsidiaries and other affiliates; and shall inure to the benefit of the respective successors and permitted assigns of each Party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the Parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
(g)Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Delaware, without giving effect to the conflict of law principles thereof or any other state.
(h)Dispute Resolution.
(i)Any controversy, dispute or claim arising out of, related to or in connection with this Agreement that is not resolvable in a reasonable amount of time by diligent negotiation of the Parties to this Agreement shall be submitted for resolution to the exclusive jurisdiction of
the United States District Court for the District of Delaware, or if that court is unable to exercise jurisdiction for any reason, the Delaware State Courts.
(ii)Company and Consultant each hereby irrevocably consent to the service of process in any lawsuit brought under this Agreement by delivery by hand to a party’s address set forth in Section 11(a) or by mailing copies thereof by certified mail, postage prepaid, to the party at its address set forth in Section 11(a).
(iii)Company and Consultant each hereby irrevocably consent to the exclusive jurisdiction of the United States District Court for the District of Delaware and the Delaware state courts. Accordingly, with respect to any such court action, the Company and Consultant each hereby: (A) submit to the personal jurisdiction of these courts; (B) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process; and (C) waive any objection to jurisdiction based on improper venue, improper jurisdiction, inconvenient forum, violation of public policy or any other basis.
(iv)Consultant and the Company each hereby expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Section 1, 3, 4 or 5 of this Agreement will result in substantial, continuing and irreparable injury to the non-breaching Party. Therefore, in addition to any other relief to which the non-breaching party may be entitled, Consultant and the Company each hereby agree that the non-breaching Party shall be entitled to temporary, preliminary and permanent injunctive or other equitable relief in the event of any breach or threatened breach of the terms of Section 1, 3, 4 or 5 of this Agreement, without the need to post any bond.
(i)Severability. The Parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the Company and Consultant agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced.
(j)Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(k)No Waiver of Rights, Powers and Remedies. No failure or delay by a Party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the Parties hereto, shall operate as a waiver of any such right, power or remedy of the Party. No single or partial exercise of any right, power or remedy under this Agreement by a Party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy,
shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a waiver of the right of such Party to pursue other available remedies. No notice to or demand on a Party not expressly required under this Agreement shall entitle the Party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
[Section 11(l) and signatures on next page]
(l)Counterparts. This Agreement may be executed in one or more counterparts, and by different Parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this letter.
Very truly yours, BFLY Operations, Inc.
| By: | /s/ Joseph DeVivo |
|---|---|
| Name: | Joseph DeVivo |
| Title: | CEO |
Accepted and Agreed:
| By: | /s/ Heather C. Getz |
|---|---|
| Name: | Heather C. Getz |
| Address: | [●] |
Acknowledged by:
Butterfly Network, Inc.
| By: | /s/ Joseph DeVivo |
|---|---|
| Name: | Joseph DeVivo |
| Title: | CEO |
9
Document
Exhibit 99.1
Butterfly Network Reports Second Quarter 2025 Financial Results
Delivered Highest Quarterly Revenue and Gross Margins in Company History
•Quarterly Revenue of $23.4 million in Q2, representing 9% YoY growth, and Gross Margins of 64%
•Reduced quarterly Cash Used to $7.1 million, the lowest of any quarter
•Revised full year Revenue guidance and improved Adjusted EBITDA guidance
BURLINGTON, Mass. & NEW YORK--(BUSINESS WIRE) -- Butterfly Network, Inc. (NYSE: BFLY) (“Butterfly” or the “Company”), a digital health company transforming care with portable, semiconductor-based ultrasound technology and intuitive software, today announced financial results for the second quarter ended June 30, 2025, and provided a business update.
Joseph DeVivo, Butterfly's President, Chief Executive Officer and Chairman commented, “Quarter 2 marked one year since we launched Butterfly iQ3, and I’m pleased to say we achieved a new high – our strongest revenue quarter in Company history at $23.4 million. We also reached record gross margins of 64% and had our lowest cash use yet at $7.1 million. It’s a real testament to the discipline of our team and the strength of our multi-pronged strategy – especially as we continue pushing toward breakeven in a challenging macro environment.”
DeVivo continued, “As we look ahead, we remain focused on scaling our core business, while unlocking new revenue streams by leveraging our existing technology. Handheld ultrasound is becoming a foundational part of care delivery, and with our Compass AI software coming soon, as well as our P5 chip and fourth-generation technology on the horizon, we're poised to continue leading that shift. We will continue innovating across hardware and software to expand adoption and maximize the value of the platform we’ve built.”
Recent Operational and Strategic Highlights:
•Butterfly Garden Growth: Two new partners were added to the portfolio in Q2, while three existing partners received FDA clearance for their AI-powered clinical applications: iCardio, HeartFocus by DESKi, and Deep Echo. HeartFocus expects to launch to Butterfly users in Q3, with the other applications launching shortly thereafter.
•New Educational Resources: Butterfly released a new Aorta Exam Protocol on its ScanLab™ educational software, helping users learn to scan for conditions like abdominal aortic aneurysms. Additionally, through Butterfly Garden, the University of Rochester Medical Center launched MSK VUE, an AI-powered musculoskeletal ultrasound training app for Butterfly devices, designed to help clinicians identify key peripheral structures.
•Clinical Research: New research from Tufts University published in European Heart Journal - Imaging Methods and Practice demonstrated that a machine learning model specifically trained to work on Butterfly iQ+ devices can accurately detect aortic stenosis. Additionally, the full findings from the Rutgers Robert Wood Johnson Medical School and Robert Wood Johnson University Hospital study previewed earlier this year have now been accepted into a prominent medical journal for publication in Q3.
•Announcing Compass AI: Next-generation, cloud-based enterprise software platform is expected to launch in Q3, and aims to further optimize documentation processes through new, advanced AI tools and other enhancements like automated voice control to capture caregivers' notes and auto-populate fields in seconds.
•Butterfly HomeCare Progress: Concluded pilot program, which demonstrated meaningful reductions in readmissions for congestive heart failure patients being managed at risk. The Company and partner are now working toward completion of their first commercial agreement, aiming to deploy the Butterfly HomeCare solution in the partner's first state before the end of the year.
Three Months Ended June 30, 2025 Financial Results
Revenue: Total revenue was $23.4 million, up 9% from $21.5 million in the second quarter of 2024. U.S. revenue was $17.2 million, essentially flat to prior year, driven by the delivery of semiconductor chips to one of our Octiv partners and higher average selling prices, but partially offset by lower probe sales volume. International revenue increased 19% year-over-year to $6.2 million, driven by both price and volume due to the international launch of iQ3 during the third quarter of 2024.
Gross profit: Gross profit was $14.9 million versus $12.6 million in the prior year period. Gross margin increased to 63.7% from 58.6% in the prior year period. This increase was primarily due to the higher average selling prices and higher software and other services margins due to a reduction in software amortization and lower hosting costs.
Operating expenses: Operating expenses were $31.0 million, up 4% from $29.8 million in the prior year period. Total operating expenses excluding stock-based compensation and other expenses were $23.1 million, compared to $23.4 million in the prior year period, essentially flat to prior year.
Net loss: Net loss was $13.8 million, compared to $15.7 million in the prior year period.
Adjusted EBITDA: Adjusted EBITDA loss was $6.2 million, compared to $8.1 million in the prior year period.
Adjusted EPS: Adjusted EPS was $(0.03), compared to $(0.05) in the prior year period.
Cash and cash equivalents: Cash and cash equivalents were $148.1 million as of June 30, 2025.
Guidance
Revised Revenue guidance and improved Adjusted EBITDA guidance for the Fiscal Year 2025:
•Revenue of $91 million to $95 million or approximately 13% growth
•Adjusted EBITDA loss of $32 million - $37 million
Chief Financial and Operations Officer Transition
Effective today, August 1, 2025, Heather Getz, Chief Financial and Operations Officer, has resigned to pursue other interests. Ms. Getz will assist the Company to ensure a successful transition of her responsibilities prior to her departure. Her resignation is not the result of any disagreement regarding the Company’s operations, accounting, or other policies or practices.
Effective upon Ms. Getz’s resignation, Megan Carlson, Chief Accounting Officer and Senior Vice President of Finance and Accounting, will assume the roles of principal financial and accounting officer on an interim basis. Ms. Carlson has held various accounting and finance leadership positions at public companies in the SaaS and medical device industries and began her career in public accounting. She joined Butterfly in 2021 and has been instrumental in the Company’s financial and accounting functions, including most recently the equity offering completed in January and, earlier in her tenure, establishing the Company’s internal controls over financial reporting.
Butterfly has begun the process of engaging a search firm to assist in identifying Ms. Getz’s replacement.
“On behalf of our employees and Board of Directors, I want to thank Heather for her more than three years of dedicated service. We value the discipline she instilled across the organization, and under her leadership Butterfly strengthened its balance sheet and delivered on its financial commitments to shareholders. We wish her every success in her future endeavors,” said Butterfly CEO Joseph DeVivo. “I have the utmost confidence in Megan’s ability to lead our finance organization and ensure a seamless transition. Megan’s experience and deep understanding of our financial operations will be instrumental as we enter a new chapter for the company.”
“It has been a privilege to serve on Butterfly’s leadership team, and I am proud of our accomplishments during my tenure,” said Ms. Getz. “The dedicated team at Butterfly is well-positioned to continue executing on its strategic vision to create shareholder value.”
Reconciliation of GAAP to Adjusted
Reconciliations of gross margin to adjusted gross margin and of net loss to adjusted EBITDA and adjusted EPS for the three and six months ended June 30, 2025, and 2024 are provided in the financial schedules that are part of this press release. An explanation of these non-GAAP financial measures is also included below under the heading “Non-GAAP Financial Measures.”
Conference Call
A conference call and webcast to discuss second quarter 2025 financial performance and operational progress is scheduled for 8:00 am ET on August 1, 2025. The conference call will be broadcast live in listen-only mode via a webcast on Butterfly’s Investor Relations website at Events & Presentations. Individuals interested in listening to the conference call on your telephone may do so by dialing approximately ten minutes prior to start time:
US domestic callers: +1 833-470-1428
International (Toll): +1 404-975-4839
Global Dial-In Numbers: https://www.netroadshow.com/conferencing/global-numbers?confId=82507
Access Code: 685760
After the live webcast, the call will be archived on Butterfly’s Investor Relations page. In addition, a telephone replay of the call will be available until August 15, 2025, by dialing:
United States (Local): +1 929 458 6194
United States (Toll-Free): +1 866 813 9403
Access Code: 128350
About Butterfly Network
Butterfly Network, Inc. (NYSE: BFLY) is a healthcare company driving a digital revolution in medical imaging with its proprietary Ultrasound-on-Chip™ semiconductor technology and ultrasound software solutions. In 2018, Butterfly launched the world’s first handheld, single-probe, whole-body ultrasound system, Butterfly iQ. The iQ+ followed in 2020, and the iQ3 in 2024, each with improved processing power and performance by leveraging Moore’s Law. The iQ3 earned Best Medical Technology at the 2024 Prix Galien USA Awards, a prestigious honor and one of the highest accolades in healthcare. Butterfly’s innovations have also been recognized by Fierce 50, TIME’s Best Inventions and Fast Company’s World Changing Ideas, among other achievements.
Butterfly combines advanced hardware, intelligent software, AI, services, and education to drive adoption of affordable, accessible imaging. Clinical publications demonstrate that its handheld ultrasound probes paired with Compass™ enterprise workflow software, can help hospital systems improve care workflows, reduce costs, and enhance provider economics. With a cloud-based solution that enables care anywhere through next-generation mobility, Butterfly aims to democratize healthcare by addressing critical global healthcare challenges. Butterfly devices are commercially available to trained healthcare practitioners in areas including, but not limited to, parts of Africa, Asia, Australia, Europe, the Middle East, North America and South America; to learn more about available countries, visit: https://www.butterflynetwork.com/choose-your-country.
Non-GAAP Financial Measures
In addition to providing financial measures based on generally accepted accounting principles in the United States of America (“GAAP”), we provide additional financial measures that are not prepared in accordance with GAAP (“non-GAAP”). The non-GAAP financial measures included in this press release are adjusted gross profit, adjusted gross margin, adjusted EBITDA, and adjusted EPS. We present non-GAAP financial measures in order to assist readers of our financial statements in understanding the core operating results that our
management uses to evaluate the business and for financial planning purposes. Our non-GAAP financial measures provide an additional tool for investors to use in comparing our financial performance over multiple periods.
The non-GAAP financial measures included in this press release are key performance measures that our management uses to assess our operating performance. These non-GAAP measures facilitate internal comparisons of our operating performance on a more consistent basis. We use these performance measures for business planning purposes and forecasting. We believe that these non-GAAP measures enhance an investor’s understanding of our financial performance as they are useful in assessing our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.
The non-GAAP financial measures included in this press release may not be comparable to similarly titled measures of other companies because they may not calculate these measures in the same manner. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. When evaluating the Company’s performance, you should consider adjusted gross profit, adjusted gross margin, adjusted EBITDA, and adjusted EPS alongside other financial performance measures prepared in accordance with GAAP, including gross profit, gross margin, net loss, and EPS.
The non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. In this press release, we have provided reconciliations of adjusted gross profit to gross profit, adjusted gross margin to gross margin, and adjusted EBITDA and adjusted EPS to net loss, the most directly comparable GAAP financial measures. Reconciliations of our non-GAAP financial measures to corresponding GAAP measures are not available on a forward-looking basis because we are unable to predict with reasonable certainty the non-cash component of employee compensation expense, changes in our working capital needs, variances in our supply chain, the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations, and other such items without unreasonable effort. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with GAAP. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to financial results, future performance, commercialization and plans to deploy our products and services, including expectations regarding the launches of our Compass AI software, our P5 chip and fourth-generation technology, and the HeartFocus launch to Butterfly users, development of products and services, and the size and potential growth of current or future markets for our products and services. Forward-looking statements are based on our current beliefs and assumptions and on information currently available to us. These forward-looking statements involve significant known and unknown risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to: our ability to grow and manage growth effectively; the success, cost, and timing of our product and service development activities; the potential attributes and benefits of our products and services; the degree to which our products and services are accepted by healthcare practitioners and patients for their approved uses; our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations on the use of any authorized product; our ability to identify, in-license, or acquire additional technology; our ability to maintain our existing license, manufacturing, supply, and distribution agreements; our ability to compete with other companies currently marketing or engaged in the development of
ultrasound imaging devices, many of which have greater financial and marketing resources than us; changes in applicable laws or regulations; the size and growth potential of the markets for our products and services, and our ability to serve those markets, either alone or in partnership with others; the pricing of our products and services, and reimbursement for medical procedures conducted using our products and services; our estimates regarding expenses, revenue, capital requirements, and needs for additional financing; our financial performance; our ability to attract and retain customers; our ability to manage our growth effectively; our ability to protect or enforce our intellectual property rights; our ability to maintain the listing of our Class A common stock on the New York Stock Exchange; and other risks and uncertainties indicated from time to time in our most recent Annual Report on Form 10-K or in subsequent filings that we make with the Securities and Exchange Commission. We caution that the foregoing list of factors is not exclusive. We caution you not to place undue reliance upon any forward-looking statements, which speak only as of the date of this press release. We do not undertake or accept any obligation or undertake to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based.
Contacts:
Investors
Liz Learned Snyder
Director, Communications & Public Relations, Butterfly
investors@butterflynetwork.com
Steve Halper
Managing Director, LifeSci Advisors
shalper@lifesciadvisors.com
BUTTERFLY NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue: | ||||||||
| Product | $ | 16,621 | $ | 14,648 | $ | 30,785 | $ | 25,939 |
| Software and other services | 6,762 | 6,839 | 13,823 | 13,204 | ||||
| Total revenue | 23,383 | 21,487 | 44,608 | 39,143 | ||||
| Cost of revenue: | ||||||||
| Product | 6,670 | 6,579 | 12,494 | 11,674 | ||||
| Software and other services | 1,822 | 2,322 | 3,842 | 4,606 | ||||
| Total cost of revenue | 8,492 | 8,901 | 16,336 | 16,280 | ||||
| Gross profit | 14,891 | 12,586 | 28,272 | 22,863 | ||||
| Operating expenses: | ||||||||
| Research and development | 8,315 | 9,411 | 18,239 | 20,131 | ||||
| Sales and marketing | 11,559 | 9,728 | 23,179 | 20,106 | ||||
| General and administrative | 9,130 | 10,073 | 18,729 | 20,514 | ||||
| Other | 1,987 | 606 | 2,691 | 1,964 | ||||
| Total operating expenses | 30,991 | 29,818 | 62,838 | 62,715 | ||||
| Loss from operations | (16,100) | (17,232) | (34,566) | (39,852) | ||||
| Interest income | 1,503 | 1,291 | 3,155 | 2,802 | ||||
| Interest expense | (368) | (309) | (715) | (609) | ||||
| Change in fair value of warrant liabilities | 620 | 620 | 1,446 | 413 | ||||
| Other income (expense), net | 531 | (59) | 2,906 | (201) | ||||
| Loss before provision for income taxes | (13,814) | (15,689) | (27,774) | (37,447) | ||||
| Provision for income taxes | 20 | 17 | 27 | 20 | ||||
| Net loss and comprehensive loss | $ | (13,834) | $ | (15,706) | $ | (27,801) | $ | (37,467) |
| Net loss per common share attributable to Class A and B common stockholders, basic and diluted | $ | (0.06) | $ | (0.07) | $ | (0.12) | $ | (0.18) |
| Weighted-average shares used to compute net loss per share attributable to Class A and B common stockholders, basic and diluted | 248,393,811 | 211,663,554 | 241,695,884 | 210,268,501 |
BUTTERFLY NETWORK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
| June 30,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 148,136 | $ | 88,775 |
| Accounts receivable, net of allowance for doubtful accounts of $2,726 and $2,583 at June 30, 2025 and December 31, 2024, respectively | 24,527 | 20,793 | ||
| Inventories | 68,907 | 70,789 | ||
| Current portion of vendor advances | 4,555 | 5,547 | ||
| Prepaid expenses and other current assets | 7,622 | 6,709 | ||
| Total current assets | 253,747 | 192,613 | ||
| Property and equipment, net | 17,329 | 19,518 | ||
| Intangible assets, net | 8,216 | 8,916 | ||
| Non-current portion of vendor advances | 14,790 | 15,042 | ||
| Operating lease assets | 13,461 | 14,233 | ||
| Other non-current assets | 5,735 | 5,760 | ||
| Total assets | $ | 313,278 | $ | 256,082 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 3,320 | $ | 4,250 |
| Deferred revenue, current | 15,642 | 16,139 | ||
| Accrued purchase commitments, current | 131 | 131 | ||
| Warrant liabilities, current | 1,239 | — | ||
| Accrued expenses and other current liabilities | 24,334 | 27,695 | ||
| Total current liabilities | 44,666 | 48,215 | ||
| Deferred revenue, non-current | 7,231 | 7,315 | ||
| Warrant liabilities, non-current | — | 2,685 | ||
| Operating lease liabilities | 19,097 | 20,398 | ||
| Other non-current liabilities | 9,478 | 8,637 | ||
| Total liabilities | 80,472 | 87,250 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Class A common stock $.0001 par value; 600,000,000 shares authorized at June 30, 2025 and December 31, 2024; 224,609,833 and 188,626,154 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 22 | 19 | ||
| Class B common stock $.0001 par value; 27,000,000 shares authorized at June 30, 2025 and December 31, 2024; 26,426,937 shares issued and outstanding at June 30, 2025 and December 31, 2024 | 3 | 3 | ||
| Additional paid-in capital | 1,062,712 | 970,940 | ||
| Accumulated deficit | (829,931) | (802,130) | ||
| Total stockholders’ equity | 232,806 | 168,832 | ||
| Total liabilities and stockholders’ equity | $ | 313,278 | $ | 256,082 |
BUTTERFLY NETWORK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six months ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (27,801) | $ | (37,467) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation, amortization, and impairments | 4,442 | 5,217 | ||
| Non-cash interest expense | 713 | 607 | ||
| Write-down of inventories | 66 | (81) | ||
| Stock-based compensation expense | 12,148 | 11,383 | ||
| Change in fair value of warrant liabilities | (1,446) | (413) | ||
| Other | 172 | 462 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (3,909) | (3,165) | ||
| Inventories | 1,816 | (1,072) | ||
| Prepaid expenses and other assets | (874) | 165 | ||
| Vendor advances | 1,244 | (1,396) | ||
| Accounts payable | (927) | (587) | ||
| Deferred revenue | (581) | (908) | ||
| Change in operating lease assets and liabilities | (411) | (348) | ||
| Accrued expenses and other liabilities | (3,496) | (3,064) | ||
| Net cash used in operating activities | (18,844) | (30,667) | ||
| Cash flows from investing activities: | ||||
| Purchases of property, equipment, and intangible assets, including capitalized software | (1,249) | (1,872) | ||
| Sales of property and equipment | — | 35 | ||
| Net cash used in investing activities | (1,249) | (1,837) | ||
| Cash flows from financing activities: | ||||
| Proceeds from exercise of stock options and warrants | 274 | — | ||
| Proceeds from employee stock purchase plan | 949 | — | ||
| Net proceeds from share offering | 81,006 | — | ||
| Payments to tax authorities for restricted stock units withheld | (2,775) | — | ||
| Net cash provided by financing activities | 79,454 | — | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 59,361 | (32,504) | ||
| Cash, cash equivalents, and restricted cash, beginning of period | 92,790 | 138,650 | ||
| Cash, cash equivalents, and restricted cash, end of period | $ | 152,151 | $ | 106,146 |
BUTTERFLY NETWORK, INC.
ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN
(In thousands)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 23,383 | $ | 21,487 | $ | 44,608 | $ | 39,143 | ||||
| Cost of revenue | 8,492 | 8,901 | 16,336 | 16,280 | ||||||||
| Gross profit | $ | 14,891 | $ | 12,586 | $ | 28,272 | $ | 22,863 | ||||
| Gross margin | 63.7 | % | 58.6 | % | 63.4 | % | 58.4 | % | ||||
| Add: | ||||||||||||
| Write-downs and write-offs of inventories | 14 | — | 66 | — | ||||||||
| Adjusted gross profit | $ | 14,905 | $ | 12,586 | $ | 28,338 | $ | 22,863 | ||||
| Adjusted gross margin | 63.7 | % | 58.6 | % | 63.5 | % | 58.4 | % | ||||
| Depreciation and amortization | $ | 1,138 | $ | 1,646 | $ | 2,541 | $ | 3,231 | ||||
| % of revenue | 4.9 | % | 7.7 | % | 5.7 | % | 8.3 | % |
BUTTERFLY NETWORK, INC.
ADJUSTED EBITDA AND ADJUSTED EPS
(In thousands, except share and per share amounts)
(Unaudited)
| Included on the condensed consolidated statements of operations and comprehensive loss as: | Three months ended June 30, | Six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Net loss | Net loss | $ | (13,834) | $ | (15,706) | $ | (27,801) | $ | (37,467) |
| Stock-based compensation | R&D, S&M, and G&A | 5,864 | 5,859 | 12,148 | 11,383 | ||||
| Write-downs and write-offs of inventories | Cost of revenue | 14 | — | 66 | — | ||||
| Change in fair value of warrant liabilities | Change in fair value of warrant liabilities | (620) | (620) | (1,446) | (413) | ||||
| Other | Other | 1,987 | 606 | 2,691 | 1,964 | ||||
| Other expense (income), net | Other income (expense), net | (531) | 59 | (2,906) | 201 | ||||
| Adjusted net loss | (7,120) | (9,802) | (17,248) | (24,332) | |||||
| Interest income | Interest income | (1,503) | (1,291) | (3,155) | (2,802) | ||||
| Interest expense | Interest expense | 368 | 309 | 715 | 609 | ||||
| Provision for income taxes | Provision for income taxes | 20 | 17 | 27 | 20 | ||||
| Depreciation and amortization | Cost of revenue, R&D, S&M, and G&A | 2,082 | 2,633 | 4,442 | 5,217 | ||||
| Adjusted EBITDA | $ | (6,153) | $ | (8,134) | $ | (15,219) | $ | (21,288) | |
| Adjusted EPS | $ | (0.03) | $ | (0.05) | $ | (0.07) | $ | (0.12) | |
| Weighted average shares used to compute adjusted EPS | 248,393,811 | 211,663,554 | 241,695,884 | 210,268,501 |