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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 26, 2024
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-39292 84-4618156
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1600 District Avenue
Burlington 01803
,
MA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(
781
)
557-4800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Class A common stock, par BFLY The New York
value $0.0001 per share Stock Exchange
Warrants to purchase one share of Class A common BFLY WS The New York
stock, each at an exercise price of $11.50 per share 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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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 May 1, 2024, Butterfly Network, Inc. (the "Company") issued a press release
announcing its results for the first quarter ended March 31, 2024 and
providing a business update. A copy of the press release is furnished as
Exhibit 99.1 hereto.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April 26, 2024, the Company received a notification letter (the "Notice")
from the New York Stock Exchange (the "NYSE") advising that because the
average closing price of the Company's common stock was less than $1.00 over a
consecutive 30 trading-day period, it is not in compliance with Section
802.01C of the NYSE Listed Company Manual ("Section 802.01C"). The Company's
common stock will continue to be listed and traded on the NYSE, subject to the
Company's compliance with other NYSE continued listing standards.
Pursuant to Section 802.01C, the Company has a period of six months following
the receipt of the Notice to regain compliance with the minimum price
criteria. The Company will notify the NYSE within 10 business days of its
receipt of the Notice of its intent to cure the deficiency. The Company may
regain compliance with the minimum price criteria at any time during the
six-month cure period if, on the last trading day of any calendar month during
the cure period, the Company has (i) a closing share price of at least $1.00,
and (ii) an average closing share price of at least $1.00 over the 30
trading-day period ending on the last trading day of that month. The Company
intends to consider all available alternatives to regain compliance within the
six-month cure period and will pursue those alternatives that are in the best
interest of the Company and its shareholders.
The Notice does not affect the ongoing business operations of the Company or
its reporting requirements with the Securities and Exchange Commission.
As required by Section 802.01C, the Company issued a press release on May 1,
2024, along with its results of operations announcing that it had received the
Notice. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated May 1, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
Certain statements, estimates, targets and projections in this Current Report
on Form 8-K may constitute "forward-looking statements" within the meaning of
the federal securities laws. The words "anticipate," "believe," continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "strive," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that statement is not forward looking. Forward-looking
statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Forward-looking statements
include, but are not limited to, statements regarding the Company's or its
management team's expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections,
forecasts, or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. the Company gives no assurance that any expectations set
forth in this Current Report on Form 8-K will be achieved. Various risks and
uncertainties (some of which are beyond the Company's control) or other
factors could cause actual future results, performance or events to differ
materially from those described herein. Some of the factors that may impact
future results and performance may include, without limitation: the Company's
ability to regain compliance with the continued listing standards of the NYSE
within the applicable cure period, the Company's ability to continue to comply
with applicable listing standards of the NYSE, and other important factors
discussed in the "Risk Factors" section of the Company's most recent Annual
Report on Form 10-K and in other filings that the Company makes with the
Securities and Exchange Commission. These filings address other important
risks and uncertainties that could cause actual results and events to differ
materially from those contained in the forward-looking statements.
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/ Heather C. Getz, CPA
Name: Heather C. Getz, CPA
Title: Executive Vice President and Chief Financial & Operations Officer
Date: May 1, 2024
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