Current Report Filing (8-k)
29 Dezembro 2022 - 6:06PM
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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): December 22, 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.) |
1600 District Avenue
Burlington, MA |
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. |
This Current
Report on Form 8-K is being filed to update the disclosure included in the Current Report on Form 8-K filed by Butterfly Network,
Inc. (the “Company”) with the Securities and Exchange Commission on December 6, 2022
in which the Company reported that it and Todd Fruchterman, M.D., Ph.D. had mutually agreed that Dr. Fruchterman would leave his
position as President and Chief Executive Officer and as a member of the Board of Directors (the “Board”), and that Dr. Fruchterman
would partner with Butterfly’s leadership team through the end of the year to ensure a smooth transition. The Company also reported
Dr. Fruchterman would receive the separation payments and benefits provided under his Employment Agreement with the Company, dated as
of July 20, 2021, which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on July 22, 2021, and that the separation payments and benefits would be made pursuant to a Separation Agreement
(the “Separation Agreement”) with Dr. Fruchterman, substantially in the form that was attached to his Employment Agreement.
On December 22, 2022, the Company and Dr. Fruchterman
entered into the Separation Agreement on substantially the same terms as previously disclosed with the following additional terms and
conditions: (a) the Company will pay Dr. Fruchterman an additional payment of approximately $150,000; (b) 92,147 shares of Class A common
stock subject to the performance-based restricted stock unit award granted to Dr. Fruchterman on July 12, 2021 will be vested; and (c)
the exercise period of the options granted to Dr. Fruchterman on March 4, 2022 and March 22, 2022 will be extended through December 31,
2023, provided that Dr. Fruchterman does not revoke the Separation Agreement on or before December 29, 2022.
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 Officer |
Date: December 29, 2022
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