Butterfly Network, Inc 8-K/A, filed Feb 16, 2021
Butterfly Network, Inc. (BFLY)
About this 8-K/A
Butterfly Network, Inc filed this 8-K/A on February 16, 2021, reporting on events of February 12, 2021.
Items reported
- Item 2.02: Financial results
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2021
BUTTERFLY NETWORK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39292 | 84-4618156 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 530 Old Whitfield Street Guilford, Connecticut |
06437 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 689-5650
Longview Acquisition Corp.
(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 x
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. ¨
INTRODUCTORY NOTE
On February 16, 2021, Butterfly Network, Inc., a Delaware corporation (f/k/a Longview Acquisition Corp.) (the “Company”, and prior to the Business Combination, “Longview”) filed a Current Report on Form 8-K (the “Original Report”) to report the consummation of the Business Combination and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 2.02, 5.03, 5.07, 7.01 and 8.01 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
| Item 2.02 | Results of Operations and Financial Condition. |
On February 16, 2020, the Company issued a press release regarding the Closing and its unaudited revenue for the full year ended December 31, 2020, which is expected to be at least $45 million (the “Preliminary Financial Information”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The Preliminary Financial Information is unaudited and preliminary and does not present all information necessary for an understanding of the Company’s financial condition for the year ended December 31, 2020. The Preliminary Financial Information is subject to completion of the Company’s normal quarter and year-end close procedures. These procedures and the audit of the Company’s financial statements for the year ended December 31, 2020 are ongoing and could result in changes to the Preliminary Financial Information.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of the Original Report is incorporated in this Item 5.03 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 12, 2021, Longview held the Special Meeting of its stockholders. At the Special Meeting, a total of 30,506,581 (58.95%) of Longview’s issued and outstanding shares of common stock held of record as of January 15, 2021, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. Longview’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
(a) Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination Agreement and the Transactions, pursuant to which Merger Sub will merge with and into Legacy Butterfly with Legacy Butterfly surviving the Merger as a wholly owned subsidiary of Longview (such proposal, the “Business Combination Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 30,462,145 | 13,614 | 30,822 | 0 |
(b) Proposal No. 2 — The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed Restated Certificate, which will replace the Longview Charter, and which will be in effect as of the Effective Time (such proposal, the “Charter Amendment Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,759,911 | 2,700,234 | 46,436 | 0 |
The Advisory Charter Amendment Proposals – to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Restated Certificate and the Longview Charter, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals (such proposals, the “Advisory Charter Amendment Proposals”):
| (i) | Advisory Charter Amendment Proposal A — Under the Restated Charter, the Company will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Longview Charter, which authorizes Longview to issue 221,000,000 shares of capital stock, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Longview Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Longview Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of Longview preferred stock, par value $0.0001 per share. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,092,427 | 7,284,341 | 129,813 | 0 |
| (ii) | Advisory Charter Amendment Proposal B — Under the Restated Charter, holders of shares of the Company’s Class A common stock will be entitled to cast one vote per share of the Company’s Class A common stock and holders of shares of the Company’s Class B common stock will be entitled to cast 20 votes per share of the Company’s Class B common stock on each matter properly submitted to the Company’s stockholders entitled to vote, as opposed to the Longview Charter, which provides that each share of Longview Class A common stock and Longview Class B common stock is entitled to one vote per share on each matter properly submitted to Longview’s stockholders entitled to vote. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,078,131 | 7,289,880 | 138,570 | 0 |
| (iii) | Advisory Charter Amendment Proposal C — Under the Restated Charter, any action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and outstanding shares of the Company’s Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of the Company that would be entitled to vote for the election of directors, as opposed to the Bylaws of Longview, which permit holders of Longview capital stock to take stockholder action by written consent. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,262,496 | 7,128,911 | 115,174 | 0 |
| (iv) | Advisory Charter Amendment Proposal D — Amendments to certain provisions of the Restated Charter relating to the rights of the Company’s Class A common stock and the Company’s Class B common stock will require (i) so long as any shares of the Company’s Class B common stock remain outstanding, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Company’s Class B common stock, voting as a separate class, (ii) so long as any shares of the Company’s Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Class A common stock, voting as a separate class, and (iii) the affirmative vote of the holders of a majority of the voting power of the then outstanding capital stock of the Company’s entitled to vote generally in the election of directors, voting together as a single class, as opposed to the Longview Charter, which only requires such an amendment to be approved by stockholders in accordance with Delaware law (except that, prior to Longview’s initial business combination, amendments to those provisions of the Longview Charter relating to an initial business combination require the affirmative vote of the holders of at least 65% of shares of Longview Class A common stock and Longview Class B common stock then outstanding). |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,273,917 | 7,104,217 | 128,447 | 0 |
| (v) | Advisory Charter Amendment Proposal E — The Company’s Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the Board present at any regular or special meeting of the Board at which a quorum is present or (y) (i) when outstanding Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of the Company that would be entitled to vote for the election of directors, the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of the Company that would be entitled to vote in the election of directors or, prior to such time, and (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of the Company that would be entitled to vote in the election of directors, as opposed to the Bylaws of Longview, which may be amended by the approval of a majority of the board of directors of Longview (the “Longview Board”) or by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Longview common stock entitled to vote generally in the election of directors. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,229,451 | 7,119,726 | 157,404 | 0 |
| (vi) | Advisory Charter Amendment Proposal F — The Restated Certificate provides that the number of directors will be fixed and may be modified by the Board, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the capital stock of the Company that would be entitled to vote in the election of directors when outstanding Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of the Company that would be entitled to vote for the election of directors, or, prior to such time, and (y) a majority of the voting power of the outstanding capital stock of the Company that would be entitled to vote in the election of directors, as opposed to the Longview Charter, which provides that the number of directors will be determined by the Longview Board. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 23,270,735 | 7,112,756 | 123,090 | 0 |
(c) Proposal No. 3 — The NYSE Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (i) up to 7,500,000 shares of Longview Class A common stock pursuant to the Forward Purchase, if any, immediately prior to the Closing (as defined below), (ii) 17,500,000 shares of Longview Class A common stock to the PIPE Investors pursuant to the Subscription Agreements immediately prior to the Closing, plus any additional shares pursuant to Subscription Agreements we may enter into prior to Closing, and (iii) an aggregate of 118,401,695 shares of the Company’s capital stock to existing Butterfly shareholders pursuant to the terms of the Business Combination Agreement, in each case assuming a Closing Date of January 31, 2021 (such proposal, the “NYSE Proposal”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 29,666,831 | 698,117 | 141,633 | 0 |
(d) Proposal No. 4 — The Director Election Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, and the NYSE Proposal are approved and adopted, the election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of the Company until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter such proposal, the “Director Election Proposal”):
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Jonathan M. Rothberg, Ph.D. | 27,403,845 | 3,102,736 | 0 | |||
| Larry Robbins | 30,333,807 | 172,774 | 0 | |||
| Todd M. Fruchterman, M.D., Ph.D. | 30,417,511 | 89,070 | 0 | |||
| Dawn Carfora | 30,343,295 | 163,286 | 0 | |||
| John Hammergren | 30,329,121 | 177,460 | 0 | |||
| Gianluca Pettiti | 30,350,947 | 155,634 | 0 | |||
| S. Louise Phanstiel | 30,351,199 | 155,382 | 0 |
(e) Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal and the NYSE Proposal are approved and adopted, the 2020 Plan, including the authorization of the initial share reserve under the 2020 Plan (such proposal, the “Equity Incentive Plan Proposal”), including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 24,504,386 | 5,777,140 | 225,055 | 0 |
(f) Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal, and the Equity Incentive Plan Proposal would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 30,212,936 | 137,391 | 156,254 | 0 |
| Item 7.01. | Regulation FD Disclosure. |
The disclosure set forth under Item 2.02 above is incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) shall not be deemed to be “filed” for purposes of 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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
In connection with the Business Combination, holders of 21,189 shares of Longview’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $211,982.16.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
@ Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
+ Management contract or compensatory plan or arrangement.
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: February 16, 2021 | ||
Exhibit 99.2
Butterfly Network, a Global Leader in Democratizing Medical Imaging, Closes Business Combination and Will Begin Trading on the New York Stock Exchange
| ● | Announces unaudited 2020 full-year revenue of at least $45 million, representing growth of at least 63%, each above prior forecast |
GUILFORD, Conn. and NEW YORK, February 16, 2021 /PRNewswire/ — Butterfly Network, Inc. (“Butterfly” or the “Company”) (NYSE: BFLY), an innovative digital health company that is working to democratize medical imaging and contribute to the aspiration of global health equity, today announced that it has completed its business combination with Longview Acquisition Corp. (NYSE: LGVW.U, LGVW, LGVW WS) (“Longview”), a special purpose acquisition company sponsored by an affiliate of Glenview Capital Management, LLC (“Glenview”). The business combination, which was approved by Longview’s stockholders at its special meeting held on February 12, 2021, will fuel further adoption and help accelerate Butterfly’s current and future pipeline of innovative technologies, which have the potential to transform health care delivery and drive a direct impact for patients.
The transaction resulted in the combined company being renamed to “Butterfly Network, Inc.,” with its Class A common stock and warrants to commence trading on the New York Stock Exchange (“NYSE”) on February 16, 2021 under the symbols “BFLY” and “BFLY WS”, respectively.
Working to create the new image of health, Butterfly has developed a groundbreaking single-probe, whole-body point-of-care ultrasound solution leveraging its patented Ultrasound-on-Chip™ technology. The Company’s breakthrough software solutions can integrate into hospital networks to help clinicians transform care delivery and improve efficiencies.
Today, Butterfly also announced that unaudited 2020 full-year revenues are at least $45 million, representing a full-year growth rate of at least 63% compared to the full year 2019, each ahead of the prior forecast. Butterfly plans to disclose its fourth quarter and full-year 2020 financial results in March, followed by a live conference call and webcast to discuss the results and business plans.
"2020 was a milestone year for Butterfly as we made significant progress towards fulfilling our mission to deliver innovative ultrasound technology that is easy to use, integrates into clinical decision-making workflow, and ultimately lowers the cost of care," said Dr. Jonathan Rothberg, founder of Butterfly and Chairman of the Board of Directors of the combined company. "Today marks yet another significant moment for the Company that will enable us to expand and accelerate our collective vision.”
“I am incredibly excited to join this talented organization that has the potential to make a profound impact on global health care,” stated Dr. Todd Fruchterman, President and Chief Executive Officer of Butterfly Network, Inc. “Butterfly allows people to think differently about the value of ultrasound as a critical and integrated part of the full patient journey. By making ultrasound more accessible and deployable across a variety of care settings, we have the opportunity to expand the use cases of ultrasound and impact disease interception, helping clinicians make more informed decisions to take action earlier. As we further develop our roadmap, we plan to partner with our customers to expand into novel market applications including chronic disease management, which impacts more than 100 million patients in the United States alone.”
The combined company will be led by industry veteran, Dr. Todd Fruchterman as President and Chief Executive Officer, alongside its highly capable executive team. The combined company’s board of directors will include Dr. Rothberg as Chairman, Dr. Fruchterman, and Glenview founder, Larry Robbins. Butterfly has also welcomed new members to the combined company’s board: Dawn Carfora (Vice President, Business Planning and Operations, Global Business Group, Facebook), John Hammergren (former Chairman and CEO, McKesson Corporation), Gianluca Pettiti (Senior Vice President and President of Specialty Diagnostics, Thermo Fisher Scientific, Inc.), and S. Louise Phanstiel (Chair of the Board of Directors, Myriad Genetics).
As a result of the business combination, Butterfly received approximately $589 million prior to transaction fees, including approximately $414 million of cash held in Longview’s trust account and $175 million from private placement (PIPE) investors, including Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises, and Wellington Management. In addition, Butterfly’s current management and existing equity holders have rolled 100% of their equity into the combined company.
Advisors
J.P. Morgan Securities LLC acted as financial advisor to Butterfly. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Butterfly. The Council acted as strategic and integration advisor to the combining entities. UBS Investment Bank acted as financial advisor to Longview as well as the exclusive placement agent for the PIPE. UBS Investment Bank and Cowen acted as capital markets advisors to Longview, and originally underwrote the IPO of Longview in May 2020. Ropes & Gray LLP acted as legal advisor to Longview.
About Butterfly Network
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 can be purchased 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 and qualified 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 combined 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 combined company’s expectations with respect to financial results, future performance, development of products and services, potential regulatory approvals, anticipated financial impacts and other effects of the business combination on the combined company’s business, and the size and potential growth of current or future markets for the combined company’s 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 combined 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 combined company’s business; the ability to maintain the listing of the combined company’s Class A common stock on the NYSE following the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; changes in applicable laws or regulations; the ability of the combined company to raise financing in the future; the success, cost and timing of the combined company’s product and service development activities; the potential attributes and benefits of the combined company’s products and services; the combined company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the combined company’s ability to identify, in-license or acquire additional technology; the combined company’s ability to maintain its existing license, manufacture, supply and distribution agreements; the combined company’s ability to compete with other companies currently marketing or engaged in the development of products and services that the combined company is currently marketing or developing; the size and growth potential of the markets for the combined company’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the combined company’s products and services and reimbursement for medical procedures conducted using its products and services; the combined company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the combined company’s financial performance; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” therein, and the combined company’s other filings with the SEC. The combined company cautions that the foregoing list of factors is not exclusive. The combined company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The combined 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 its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts
Investor Relations
Butterfly Network, Inc.
Mike Cavanaugh or Mark Klausner
Westwicke, an ICR Company
(646) 677-1838
investors@butterflynetwork.com
Media Relations
Butterfly Network, Inc.
Sean Leous
Westwicke, an ICR Company
(646) 866-4012
media@butterflynetwork.com