424B3 1 tm2218973d2_424b3.htm 424B3

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-254836

 

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus dated April 28, 2022

 

https:||www.sec.gov|Archives|edgar|data|1804176|000110465921114653|image_006.jpg

 

BUTTERFLY NETWORK, INC. 

Up to 110,352,371 Shares of Class A Common Stock

Up to 26,426,937 Shares of Class B Common Stock

Up to 6,853,333 Warrants

 

This prospectus supplement no. 2 supplements the prospectus dated April 28, 2022, as supplemented from time to time (the “Prospectus”), relating to the issuance by us of up to an aggregate of 20,652,790 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), which consists of (i) up to 6,853,333 shares of Class A common stock that are issuable upon the exercise of private placement warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of our predecessor company, Longview Acquisition Corp., a Delaware corporation (“Longview”), at an exercise price of $11.50 per share of Class A common stock, and (ii) up to 13,799,457 shares of Class A common stock that are issuable upon the exercise of 13,799,457 warrants issued in connection with the initial public offering of Longview (the “Public Warrants,” and together with the Private Placement Warrants, the “Warrants”).

 

The Prospectus and prospectus supplements also relate to the resale from time to time by the Selling Securityholders named in the Prospectus (the “Selling Securityholders”) of up to (i) 6,853,333 Private Placement Warrants, (ii) 6,853,333 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants, (iii) 89,699,581 shares of Class A common stock held by Longview’s sponsor, Longview Investors LLC (the “Sponsor”) and certain of its transferees (the “Founder Shares”), shares of Class A common stock issued in the PIPE Financing (as defined in the Prospectus), and shares of Class A common stock issued to our directors, officers and affiliates and the directors, officers and affiliates of Legacy Butterfly (as defined in the Prospectus) pursuant to the Business Combination Agreement (as defined in the Prospectus), including shares of Class A common stock that may be issued upon the exercise of stock options (the “Options”) and the vesting of restricted stock units or upon the conversion of Class B common stock, par value $0.0001 per share (“Class B common stock”), and (iv) 26,426,937 shares of Class B common stock issued pursuant to the Business Combination Agreement.

 

The Prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in the Prospectus.

 

We will not receive any proceeds from the sale of shares of Class A common stock, shares of Class B common stock or Private Placement Warrants by the Selling Securityholders or of shares of Class A common stock by us pursuant to the Prospectus, except with respect to amounts received by us upon exercise of the Warrants or the Options. However, we will pay the expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to the Prospectus.

 

 

 

 

We registered the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by the Prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by the Prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares or Warrants in the section entitled “Plan of Distribution” in the Prospectus. 

 

This prospectus supplement incorporates into the Prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on June 23, 2022.

 

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

 

Our Class A common stock and Public Warrants are listed on the NYSE under the symbols “BFLY” and “BFLY WS,” respectively. On June 22, 2022, the closing price of our Class A common stock was $3.25 and the closing price for our Public Warrants was $0.4451.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement of the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is June 23, 2022.

 

 

 

 

 

 

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): June 16, 2022

 

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

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

(a)On June 16, 2022, Butterfly Network, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders.

 

(b)The following actions were taken at such meeting:

 

1.       The following nominees were re-elected to serve on the Company’s Board of Directors until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, based on the following votes:

 

Nominee  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Jonathan M. Rothberg, Ph.D.   583,408,505    20,217,283    103,761    37,851,359 
Todd M. Fruchterman, M.D., Ph.D.   594,339,165    9,282,333    108,051    37,851,359 
Larry Robbins   594,776,751    8,842,236    110,562    37,851,359 
Dawn Carfora   594,638,310    8,793,060    298,179    37,851,359 
Elazer Edelman, M.D., Ph.D.   594,684,769    8,752,374    292,406    37,851,359 
John Hammergren   594,510,684    8,908,562    310,303    37,851,359 
Gianluca Pettiti   594,646,853    8,771,798    310,898    37,851,359 
S. Louise Phanstiel   594,555,393    8,858,336    315,820    37,851,359 
Erica Schwartz, M.D., J.D., M.P.H.   601,401,860    2,028,131    299,558    37,851,359 

 

2.       The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, based on the following results:

 

Votes For   Votes Against   Abstentions 
 640,493,809    754,746    332,353 

 

3.       On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 573,285,942    30,100,760    342,847    37,851,359 

 

4.       On an advisory basis, “one year” for the frequency of holding an advisory vote on the compensation of the Company’s named executive officers was approved, based on the following votes:

 

One (1) Year     Two (2) Years     Three (3) Years     Abstentions     Broker Non-Votes  
  602,838,687       221,009       296,937       372,916       37,851,359  

 

(d) In accordance with the stockholder voting results, in which “one year” received the highest number of votes cast on the advisory vote regarding the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, and the Board of Directors’ recommendation in the proxy statement for the Company’s 2022 Annual Meeting of Stockholders, the Board of Directors has determined that future stockholder advisory votes on executive compensation will occur every year. Accordingly, the next stockholder advisory vote on executive compensation will be held at the Company’s 2023 Annual Meeting of Stockholders. The next required stockholder advisory vote regarding the frequency of holding an advisory vote on executive compensation will be in six years at the Company’s 2028 Annual Meeting of Stockholders.

 

 

 

 

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: June 23, 2022