8-K

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): December 20, 2023

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.)

1600 District Avenue Burlington, Massachusetts	​ 01803
(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 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2023, Gianluca Pettiti, a member of the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”), notified the Company of his resignation from the Board, including the Audit Committee of the Board (the “Audit Committee”), on which he serves as a member, and the Compensation Committee of the Board (the “Compensation Committee”), on which he serves as the Chair, effective as of the date the Board appoints his replacements on the Audit Committee and Compensation Committee. Mr. Pettiti’s resignation from the Board was to pursue other external opportunities and is not due to any disagreement with the Company’s operations, policies, or practices.

On December 21, 2023, effective upon the resignation of Mr. Pettiti, the Board appointed Dawn Carfora as a member of the Audit Committee and as the Chair of the Compensation Committee, to fill the newly-created vacancies resulting from Mr. Pettiti’s resignation, until their respective successors are elected and qualified, or until their earlier death, resignation, or removal, or until otherwise determined by the Board.  

On December 21, 2023, the Board also appointed Dr. Erica Shwartz, M.D., J.D., M.P.H. as Chair of the Nominating and Governance Committee and Jonathan Rothberg, Ph.D. has stepped down from his role as Chair of the committee. Dr. Rothberg will continue to serve as a member.

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: December 22, 2023

XML

Document and Entity Information	Dec. 20, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 20, 2023
Entity File Number	001-39292
Entity Registrant Name	BUTTERFLY NETWORK, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4618156
Entity Address State Or Province	MA
Entity Address, Address Line One	1600 District Avenue
Entity Address, City or Town	Burlington
Entity Address, Postal Zip Code	01803
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
City Area Code	781
Local Phone Number	557-4800
Entity Emerging Growth Company	false
Entity Central Index Key	0001804176
Amendment Flag	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BFLY
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	BFLY WS
Security Exchange Name	NYSE