8-K - BFLY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 11, 2022

BUTTERFLY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39292	84-4618156
(State or other jurisdiction of<br><br> <br>incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)
530 Old Whitfield StreetGuilford, 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<br>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 January 11, 2022, Butterfly Network, Inc. (the “Company”) issued a press release reporting preliminary unaudited financial information, including preliminary unaudited total revenue, for the quarter ended December 31, 2021 and the year ended December 31, 2021, and other information about the Company’s business.

In addition, from time to time, the Company presents and/or distributes slides and presentations to the investment community to provide updates and summaries of its business. On January 11, 2022, the Company updated its corporate presentation, which is available on the “Investors” section of the Company’s website at https://www.butterflynetwork.com/. The corporate presentation includes preliminary unaudited financial information, including preliminary unaudited total revenue, for the quarter ended December 31, 2021 and the year ended December 31, 2021, and other information about the Company’s business.

Item 7.01	Regulation FD Disclosure.

The press release issued on January 11, 2022 and the corporate presentation updated on January 11, 2022 also include information about the Company’s business and operations. This press release and corporate presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) 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 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
---	---
Exhibit No.	Description
---	---
99.1	Press Release issued by Butterfly Network, Inc. on January 11, 2022
99.2	Corporate Presentation of Butterfly Network, Inc. dated January 11, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

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

Date: January 11, 2022

Exhibit 99.1

ButterflyNetwork, Inc. Announces Preliminary Revenue for the Fourth Quarter and Full Year 2021

GUILFORD, Conn. & NEW YORK, January 11, 2022 -- Butterfly Network, Inc. (NYSE: BFLY) ("Butterfly"or the “Company”), a digital health company transforming care with next generation, point-of-care ultrasound (“POCUS”), today announced certain preliminary, unaudited results for the quarter and full year ended December 31, 2021.

“Our team has performed well during the fourth quarter, with revenue exceeding our expectations,” said Dr. Todd Fruchterman, President and CEO of Butterfly. “Having announced our first enterprise-wide institutional deployment with the University of Rochester Medical Center, we are even more energized about Butterfly’s transformational potential to advance the practice of better medicine everywhere as we begin 2022.”

Preliminary,Unaudited Revenue and Recent Business Highlights:

●	Revenue<br>for the fourth quarter of 2021 is anticipated to be in the range of approximately $17.9 million to $18.9 million, an increase of approximately<br>14% to 21% over the same quarter last year.
●	Revenue<br>for the full year 2021 is anticipated to be in the range of $61.5 million to $62.5 million, an increase of approximately 33% to 35% over<br>full year 2020. On November 15, 2021, the company issued revenue guidance of $60 million to $62 million.
---	---
●	Announced<br>that University of Rochester Medical Center (URMC) and Butterfly Network will work together to deploy Butterfly iQ+ across the URMC clinical<br>enterprise.
---	---

The preliminary unaudited revenue results described in this press release are estimates only and are subject to revision until the Company reports its full financial results for 2021.

Butterfly previously announced its participation in the 40th Annual J.P. Morgan Healthcare Conference, including a formal virtual presentation on Tuesday, January 11, 2022, at 2:15 pm Eastern Time. A live webcast of the presentation and an archived recording will be available in the Events & Presentations section of the Butterfly Network investor website.

AboutButterfly Network, Inc.

Founded by Dr. Jonathan Rothberg in 2011, Butterfly has created the world’s first handheld, single-probe whole-body ultrasound system using its patented Ultrasound-on-Chip™ semiconductor technology. Butterfly’s mission is to democratize medical imaging and contribute to the aspiration of global health equity, including for the 4.7 billion people around the world lacking access to ultrasound. Butterfly is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ+ and Butterfly iQ+ Vet can be purchased today by healthcare practitioners and veterinarians, respectively, in the United States, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Butterfly iQ+ is a prescription device intended for qualified healthcare professionals only. For more information, visit www.butterflynetwork.com.

PreliminaryFinancial Information

The preliminary financial information included in this press release is unaudited and is subject to completion of the Company’s quarter and year-end closing procedures and further financial review. Butterfly Network 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 (GAAP), and they should not be viewed as indicative of the Company’s results for any future period. Butterfly Network’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.

ForwardLooking 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. The Company’s actual results may differ from its 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,” “believes,” “predicts,” “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, statements regarding fourth quarter and full year 2021 revenue results, the Company’s expectations with respect to financial results, future performance and development of products and services. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the completion and audit of the Company’s financial statements for the year ended December 31, 2021; the impact of COVID-19 on the Company’s business; the ability to recognize the anticipated benefits of the business combination; the Company’s ability to grow and manage growth profitably; the success, cost and timing of the Company’s product and service development activities; the potential attributes and benefits of the Company’s products and services; the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company’s ability to identify, in-license or acquire additional technology; the Company’s ability to maintain its existing license, manufacture, supply and distribution agreements; the Company’s ability to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently marketing or developing; changes in applicable laws or regulations; the size and growth potential of the markets for the Company’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the Company’s products and services and reimbursement for medical procedures conducted using its products and services; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; the Company’s ability to raise financing in the future; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions you not to place undue reliance upon any forward-looking statements, which speak only as of the date of this press release. The Company does 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 the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

Contact:

Investors

Agnes Lee

650-677-9138

alee@butterflynetwork.com

Media

Holly Spring

media@butterflynetwork.com

Exhibit 99.2

January 11, 2022 Corporate Presentation

Forward Looking Statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Butterﬂy Network, Inc.’s (the “Company”) actual results may diﬀer from its 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,” “believes,” “predicts,” “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, statements regarding fourth quarter and full year 2021 revenue results, the Company’s expectations with respect to ﬁnancial results, future performance and development of products and services. These forward - looking statements involve signiﬁcant risks and uncertainties that could cause the actual results to diﬀer materially from those discussed in the forward - looking statements. Most of these factors are outside the Company’s control and are diﬃcult to predict. Factors that may cause such diﬀerences include, but are not limited to: the completion and audit of the Company’s ﬁnancial statements for the year ended December 31, 2021; the impact of COVID - 19 on the Company’s business; the ability to recognize the anticipated beneﬁts of the business combination; the Company’s ability to grow and manage growth proﬁtably; the success, cost and timing of the Company’s product and service development activities; the potential attributes and beneﬁts of the Company’s products and services; the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company’s ability to identify, in - license or acquire additional technology; the Company’s ability to maintain its existing license, manufacture, supply and distribution agreements; the Company’s ability to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently marketing or developing; changes in applicable laws or regulations; the size and growth potential of the markets for the Company’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the Company’s products and services and reimbursement for medical procedures conducted using its products and services; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional ﬁnancing; the Company’s ﬁnancial performance; the Company’s ability to raise ﬁnancing in the future; and other risks and uncertainties indicated from time to time in the Company’s ﬁlings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions you not to place undue reliance upon any forward - looking statements, which speak only as of the date of this presentation. The Company does 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 the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based. Preliminary Financial Information The preliminary ﬁnancial information included in this presentation is unaudited and is subject to completion of Butterﬂy’s year - end closing procedures and further ﬁnancial review. Butterﬂy 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 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 (GAAP), and they should not be viewed as indicative of our results for any future period. Butterﬂy’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. 2 Legal Statements

Clinicians Often Lack Information to Make Timely Decisions Jack’s journey in the current environment Patient presents Differential diagnosis formed Inadequate information Assessment: X - ray, lab testing, no formal diagnosis made Waiting, anxiety, frustration Hours later: Imaging, lab testing, waiting for results Treatment delayed 3 ? Pneumonia Congestive Heart Failure Pneumothorax COPD C O VID Jack 1 : 65 years old Acute shortness of breath History and physical examination 1. Jack is a hypothetical patient and for illustrative purposes only.

2/3 1. PAHO/WHO | World Radiography Day: Two - Thirds of the World's Population has no Access to Diagnostic Imaging 2. Aakjær Andersen C, Brodersen J, Davidsen AS , et al Use and impact of point - of - care ultrasonography in general practice: a prospective observational study. BMJ Open 2020; 10: e037664. 3. https://www.ncbi.nlm.nih.gov/pmc/articles/PMC5704652/#R3 4 No access to medical imaging, world wide 3 of diagnostic 80% dilemmas can be solved with simple imaging 1 Changed diagnosis & management with imaging at initial assessment 2 50% Lack of Information Exists at the Micro and Macro Levels Simple imaging addresses this dilemma

Our passion is to solve the problem of inadequately informed medical decisions By enabling acquisition of imaging information from an aﬀordable, powerful device that ﬁts in your pocket Connected to a mobile interface that makes it intuitive for anyone¹ to use In a system that uses AI to provide valuable clinical insights, supporting better decisions, earlier in care So that healthcare practitioners in any geography² can practice better medicine Butterﬂy is Transforming the Way Care is Delivered 1. Currently available to qualiﬁed and trained healthcare practitioners only 2. Currently available in 30+ countries 5

First and Only Revolutionary ultrasound technology Whole - body, single - probe, semiconductor - based imaging. Connected to mobile devices. 6

Butterﬂy is Digital Health Valuable information to drive better clinical decisions, wherever, whenever 7

Thinking Diﬀerently with Better Information, Earlier in Care Butterﬂy changes the paradigm of how clinical decisions are made 8

Butterﬂy’s Reach is Unprecedented Strategic pillars for focused innovation and growth across markets Health Systems International Expansion Home Adjacent Value Streams 9

Advancing Execution and Impact Core principles applied across strategic pillars to drive adoption Health Systems International Expansion Home Adjacent Value Streams Easy. Everywhere. Economical. 10

A system - wide ultrasound platform integrated seamlessly into clinical and administrative infrastructure. Handheld, whole - body ultrasound probe . Integrated, device - agnostic software . The people and service to make it happen. Health Systems 11

URMC Partnership Demonstrates the Power of Butterﬂy at Scale Multi - year deployment Health Systems Building Blocks Deploying Butterﬂy Blueprint Ρ at scale including both software infrastructure and thousands of probes across the URMC system Education Integrating Butterﬂy into education, both medical and allied health, to create a new clinical standard across the care continuum Clinical Model Advancing clinical care from primary care to critical care, across the full - spectrum including nursing Research and Insights to Transform Care Clinical implementation partnered with research and validation for the use of ultrasound and AI for new clinical use - cases 12

International Expansion Butterﬂy International: Developed to Developing 13

Home Same Information, Same Quality, Regardless of Care Setting Standardization becomes possible when the information is consistent 14

Transforming Care in Veterinary Medicine Adjacent Value Streams 15

Total Addressable Market > 100M Chronic Patients in US Alone Physicians Addressable Population Nurses, Midwives, Non - Trad. HCPs 28M+ 25M+ Urinary Incontinence 5M+ Chronic Heart Failure (CHF) ~0.5M Dialysis 16 42M+ V eterinarians, Vet Techs International Expansion Home Adjacent Value Health Systems 1. The Veterinary “focused” TAM of 250,000 initial customers is comprised of the Companion Animal Veterinarians, Mixed Animal Veterinarians, Academic Institutions and Equine Veterinarians in the 20 markets in which Butterﬂy iQ+ Vet is currently available. It does not include Vet Techs, Agricultural Vets / use cases or Zoonotic applications, despite the fact that we have each of these specialties buying through e - Commerce. 2. Comprised of physicians that are hospital based or hospital aﬃliated in geographies where the company is pursuing commercial eﬀorts. 3. Comprised of nurses that are hospital based or hospital aﬃliated in geographies where the company is pursuing commercial eﬀorts. 2M+ 250K+ 2022 Focus 1 ~12M 3M+ 2022 Focus 2 2.4M+ 2022 Focus 3 Driving to be as ubiquitous as the stethoscope: Every pocket, every patient, every time Progression to patient - performed scanning

Butterﬂy Today Secure supply of semiconductors Disruptive digital health technology 1. Full Year 2021 preliminary, unaudited revenue estimate as of January 11, 2022. These estimates are subject to revision until the Company reports its full ﬁnancial results for 2021. Please refer to the company’s SEC ﬁlings and press releases for additional information and disclosures. Medical education 150+ 800+ patents issued and pending Key locations Burlington, Guilford, New York, Palo Alto, Taiwan $61.5M to $62.5M 2021 annual revenue 1 Health systems Top 100 Geographic reach 30+ countries 17

Butterﬂy is Poised to Transform Healthcare Key investment highlights Signiﬁcant TAM 40M+ HCPs, 100M+ Chronic Patients… Groundbreaking & Market Leading Innovation First whole - body scanner, leveraging Ultrasound - on - Chip Ρ technology with intuitive software and advanced AI Disruptor’s Advantage In the market with significant footprint, evolving to address the barriers to adoption as standard of care Robust Growth Driven by Compelling Business Model Butterﬂy’s robust adoption is supported by a compelling and recurring software business model Evolving Care Delivery Globally Butterﬂy delivers valuable information to clinicians wherever they may be; not making them better sonographers, but better clinicians 18

Care Informed by Butterﬂy is Shifting the Standard of Care Jack’s journey when care is empowered by Butterﬂy Patient presents Diagnosis determined Faster diagnostic information Assessment: Butterfly performed at initial assessment in ER, Lung ultrasound reveals Congestive Heart Failure Minutes later: Treatment provided, diuretic given with good response, discharged to home B lines detected 19 Jack 1 : 65 years old Acute shortness of breath History and physical examination 1. Jack is a hypothetical patient and for illustrative purposes only.

20 All specialties From Primary Care to Critical Care Unprecedented Versatility All Healthcare Workers From Nurse to Physician All Care Venues From Hospital to Home Economic Values From Revenue to Cost Savings Workﬂow Solutions From Single Physician Practice to Complex Health System All Levels of Experience From Novice to Expert Butterﬂy Makes it Possible and Practical

Thank you.