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 theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 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> incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 530 Old Whitfield StreetGuilford, Connecticut | ****<br><br> <br>06437 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(203) 689-5650
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | BFLY | The New York Stock Exchange |
| Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | BFLY WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of ChiefFinancial Officer
On April 20, 2022, Butterfly Network, Inc. (the “Company”) announced that Heather C. Getz, CPA, MBA, was appointed by the board of directors as Executive Vice President and Chief Financial Officer and Treasurer, effective May 2, 2022, and will perform the functions of principal financial officer and principal accounting officer of the Company. Ms. Getz’s appointment is the culmination of the previously announced search by the Company for a new chief financial officer. As previously disclosed, on January 31, 2022, Stephanie Fielding, CFA, delivered her resignation as the Chief Financial Officer of the Company, effective as of April 30, 2022.
Ms. Getz, age 47, served as Chief Financial Officer and President of North America at Healthy.io Ltd., a privately-held medical technology company, from November 2021 to April 2022. Before joining Healthy.io Ltd., from May 2009 to November 2021, Ms. Getz held senior leadership positions at BioTelemetry, Inc., a publicly-traded medical technology company that was acquired by Koninklijke Philips N.V. in 2021, including serving as Chief Financial Officer from January 2010 to July 2021, Chief Administrative Officer from August 2019 to July 2021, and Vice President from May 2009 to January 2010, where she led the finance, accounting and administrative functions of the company. From April 2008 to May 2009, Ms. Getz was Vice President of Finance at Alita Pharmaceuticals, Inc., a privately-held specialty pharmaceutical company, where she was responsible for all areas of finance, accounting and information systems. Prior to joining Alita Pharmaceuticals, Inc., from March 2002 to April 2008, Ms. Getz held various financial leadership positions at VIASYS Healthcare Inc., a healthcare technology company acquired by Cardinal Health, Inc. in July 2007, including directing the company’s global financial planning, budgeting and analysis, and external reporting functions. From June 1997 to February 2002, Ms. Getz began her career at Sunoco, Inc., where she held various positions of increasing responsibility. Ms. Getz received her undergraduate degree in Accountancy and a Master of Business Administration degree from Villanova University, and is a certified public accountant.
The selection of Ms. Getz to perform the functions of principal financial officer and principal accounting officer and Executive Vice President and Chief Financial Officer and Treasurer was not pursuant to any arrangement or understanding between Ms. Getz and any other person. There are no family relationships between Ms. Getz and any director or executive officer of the Company, and there are no transactions between Ms. Getz and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On April 1, 2022, the Company entered into an offer letter of employment with Ms. Getz, effective as of May 2, 2022 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Ms. Getz’s annual base salary is $475,000. Ms. Getz is eligible to receive an annual discretionary bonus with a target of 70% of her base salary. Ms. Getz will receive a one-time sign-on bonus in the amount of $50,000, which is recoverable in full by the Company in the event that Ms. Getz voluntarily terminates her employment with the Company prior to the 12 month anniversary of her start date. The Company will also reimburse reasonable moving expenses incurred by Ms. Getz in connection with her relocation to the Burlington, MA area. The Offer Letter further provides that Ms. Getz will receive an award with a fair market value of $3,000,000, to be granted within 30 days of her start date, with 25% of the value of the award to be granted in the form of options to purchase shares of Class A common stock of the Company and 75% of the value of the award to be granted in the form of restricted stock units (“RSUs”). The Offer Letter provides that the options will vest over a four-year period with 25% to vest on the one-year anniversary of the grant date, and 2.08% to vest monthly thereafter, and the RSUs will vest over a four-year period with 25% to vest on the one-year anniversary of the grant date, and 25% to vest annually thereafter, subject to continued service on the vesting date. Ms. Getz will also be eligible to participate in the Company’s long-term incentive program. Commencing on her start date, Ms. Getz will become a participant in the Company’s Executive Severance Plan, as amended. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022.
Further, in connection with Ms. Getz’s appointment, Ms. Getz and the Company entered into an indemnification agreement in the form the Company has entered into with certain of its other executive officers, which form is filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed by the Company on February 16, 2021.
A copy of the press release announcing Ms. Getz’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated April 20, 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: April 20, 2022
Exhibit 99.1
Butterfly Network Names Heather Getz as ChiefFinancial Officer
Health Tech Executive Brings 25 years of Financialand Operational Experience to Butterfly
GUILFORD, Conn. and NEW YORK, April 20, 2022 - Butterfly Network, Inc. (NYSE: BFLY), a digital health company transforming care with handheld, whole-body ultrasound, today announced the appointment of Heather Getz to the position of Executive Vice President and Chief Financial Officer, effective May 2.
“Heather brings a compelling blend of healthcare technology and public company experience along with a successful track record in operational and financial discipline that is well suited to support and enhance Butterfly's continued growth and evolution,” said Dr. Todd Fruchterman, Butterfly’s President and Chief Executive Officer. “As a proven CFO with deep experience in delivering results and value creation, Heather will be a strong partner as we continue to execute our strategy and introduce unique value to the healthcare ecosystem.”
Dr. Fruchterman continued, “In addition to 25 years of corporate finance and operating experience at both public and private companies, Heather brings a strong background in the digital health and medical device space. Her history of contributing to the creation of long-term company value, driving operational excellence, and accelerating profitability positions her exceptionally well to lead Butterfly’s finance organization.”
Ms. Getz spent 12 years at BioTelemetry, Inc., a publicly traded remote medical technology company, where, among other roles, she served as Executive Vice President and Chief Financial and Administrative Officer. Heather played a pivotal role in transforming the company and driving strategic and structural change through significant market disruption. During her tenure, BioTelemetry saw an increase in market capitalization of over $2.5 billion, culminating with a sale to Royal Philips in 2021. Before this, Heather held various financial leadership positions at companies including Alita Pharmaceuticals, VIASYS Healthcare, and Sunoco. Ms. Getz is a Certified Public Accountant and holds an M.B.A. with a concentration in Finance and a B.S. in Accountancy from Villanova University.
Ms. Getz commented, “I'm thrilled to join the Butterfly team at a time of significant opportunity for the Company and its stakeholders. Having played a leadership role in similar business situations and industries, I look forward to supporting Butterfly’s strategic plan to utilize its differentiated technology to fundamentally improve access to ultrasound acquired insights at the point-of-care, benefiting patients around the world.”
To learn more about Butterfly Network please go to: https://www.butterflynetwork.com/.
About Butterfly Network
Founded by Dr. Jonathan Rothberg in 2011 and listed on the New York Stock Exchange through a business combination with Longview Acquisition Corp., Butterfly created the world's first handheld, single probe whole-body ultrasound system using semiconductor technology, the Butterfly iQ+. Butterfly's mission is to democratize medical imaging and contribute to the aspiration of global health equity, making high-quality ultrasound affordable, easy-to-use, globally accessible, and intelligently connected, including for the 4.7 billion people around the world lacking access to ultrasound. Through its proprietary Ultrasound-on-Chip™ technology, Butterfly is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ+ can be purchased online today by healthcare practitioners 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 trained healthcare professionals only.
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. 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, the Company’s expectations with respect to financial results, future performance, development of products and services, and the size and potential growth of current or future markets for its 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 impact of COVID-19 on the Company’s business, including issues relating to Omicron or other variants; 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 degree to which our products and services are accepted by healthcare practitioners and patients for their approved uses; 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; manufacturing and supply of the Company’s products; 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 most recent Annual Report on Form 10-K or in subsequent filings that it makes 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.
Butterfly Network Contacts:
Media
Caroline Federer
847.650.4781
cfederer@butterflynetwork.com
Investors
Agnes Lee
650.677.9138
alee@butterflynetwork.com