Butterfly Network, Inc 8-K/A, filed Mar 28, 2022
Butterfly Network, Inc. (BFLY)
About this 8-K/A
Butterfly Network, Inc filed this 8-K/A on March 28, 2022, reporting on events of January 11, 2022.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Butterfly Network, Inc. (the “Company”) has determined that an administrative error occurred in connection with the filing of its Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on January 11, 2022 (the “Original Report”). While the Original Report was reviewed and approved by the appropriate officer of the Company prior to its filing with the SEC, the Company did not obtain a manual or electronic signature from the Company’s officer whose conformed signature was set forth in the Original Report, as required by Rule 12b-11 and Rule 302(b) of Regulation S-T under the Securities Exchange Act of 1934, as amended (the “Signature Authorization Rules”). This Amendment No. 1 on Form 8-K/A (the “Amendment No. 1”) to the Original Report is being filed in order to reflect that the Company has obtained the required signature to this Amendment No. 1 from the appropriate officer, as required by the Signature Authorization Rules.
Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Amendment No. 1 does not change the previously reported financial results, if any, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was made.
| Item 2.02 | Results of Operations and Financial Condition. |
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) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BUTTERFLY NETWORK, INC. | ||
| By: | /s/ Todd M. Fruchterman, M.D., Ph.D. | |
| Name: Todd M. Fruchterman, M.D., Ph.D. | ||
| Title: President and Chief Executive Officer | ||
Date: March 28, 2022
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Exhibit 99.1
Butterfly Network, 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 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 14% to 21% over the same quarter last year. |
| ● | Revenue 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 full year 2020. On November 15, 2021, the company issued revenue guidance of $60 million to $62 million. |
| ● | Announced that University of Rochester Medical Center (URMC) and Butterfly Network will work together to deploy Butterfly iQ+ across the URMC clinical 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.
About Butterfly 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.
Preliminary Financial 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.
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, 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.